Complete 'Section 1. Defined Terms.' for this contract: Redactions with respect to certain portions hereof denoted with "***"
COLLABORATION AGREEMENT
This Collaboration Agreement (the "Agreement") is made as of April 14th, 2020 (the "Effective Date") by and between Anixa Biosciences, Inc., a Delaware corporation, located at 3150 Almaden Expressway, Suite 250, San Jose, CA 95118, U.S.A. ("Anixa"), and OntoChem GmbH, a German limited liability company, located at Blücherstr. 24, D-06120 Halle (Saale), Germany ("OntoChem"). Anixa and OntoChem are referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Parties wish to collaborate in the discovery and development of novel drug candidates for the treatment of COVID-19 in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Defined Terms.
1.1 "Affiliate" means, with respect to a Party, any entity directly or indirectly controlled by, controlling or under common control with such Party. For purposes of this definition, "control" means (a) ownership of fifty percent (50%) (or such lesser percentage which is the maximum allowed to be owned by a foreign entity or investor in a particular jurisdiction) or more of the outstanding voting stock or other ownership interest of an entity, or (b) possession of the power to (i) elect, appoint, direct or remove fifty percent (50%) or more of the members of the board of directors or other governing body of an entity or (ii) otherwise direct or cause the direction of the management or policies of an entity by contract or otherwise.
1.2 "Hit Compound" means any chemical entity that is determined in performing the Research Plan to meet the Hit Criteria.
1.3 "Hit Criteria" means the criteria identified as "Hit Criteria" as set forth in the Research Plan.
1.4 "Invention" means any invention, know-how, data, discovery or proprietary information, whether or not patentable, that is made or generated solely by the Representatives of Anixa or OntoChem or jointly by the Representatives of Anixa and OntoChem in performing the Research Plan, including all intellectual property rights in the foregoing.