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|DURECT CORP filed this Form 10-Q on 11/08/2018|
1.2“CALENDAR QUARTER” means the three‑month period ending March 31, June 30, September 30, or December 31 in any year.
1.3“CDA” shall have the meaning ascribed to such term in Section 9.12.
1.5“COMMERCIALLY REASONABLE EFFORTS” shall mean those efforts and resources consistent with such efforts used by similarly situated pharmaceutical companies in developing products having similar development and regulatory risks (including the likelihood of regulatory approval given the regulatory framework involved), costs and efforts, as well as similar patent protection and commercial (including profit) potential in view of, among other things, the competitive landscape. COMMERCIALLY REASONABLE EFFORTS shall be determined on a country‑by‑country or market-by-market basis (as most applicable) for a LICENSED PRODUCT.
1.6“Dual Appointment Personnel or DAP” shall mean any person who is employed by both VCU and VA, or has signed a VA-WOC Appointee Intellectual Property Agreement as defined in the IIA.
1.7“EFFECTIVE DATE” shall mean the date of the Agreement set forth above.
1.8“FIELD OF USE” shall mean all fields of use.
1.9“Force Majeure” shall have the meaning ascribed to such term in Section 9.9.
1.10“IMPROVEMENT(S)” means any and all enhancements of, modifications to, improvements on or developments (including, in each case, any inventions or discoveries) relating to any of the LICENSED TECHNOLOGY, that are developed, generated, made, conceived or reduced to practice at least in part by or on behalf of VCU (including any University Employees as defined in the IIA) and/or DAP personnel (collectively, “VCU/VA Personnel”) during the course of research conducted by them as of the EFFECTIVE DATE and during the term hereof, including SRA TECHNOLOGY (defined herein) and, with respect to any and all of the foregoing, intellectual property rights therein and thereto including any and all United States and foreign patents and patent applications disclosing, covering or claiming any such enhancements, modifications, improvements or developments (including, in each case, any inventions or discoveries), and any United States (and foreign equivalents of) extensions, substitutions, continuations, confirmations, divisions, reissues, reexaminations, restorations, registrations and continuation-in-part applications that are entitled to the priority date of any such applications, with respect to any or all of the foregoing, and enforcement rights. Improvements made solely by VA Personnel that are not governed by IIA shall not be considered IMPROVEMENTS under this Agreement.
1.12“INVENTOR(S) means Dr. Shunlin Ren, Dr. William Pandak, and/or other VCU/VA Personnel who are under Dr. Ren’s supervision, or working in a laboratory managed or controlled by Dr. Ren or Dr. Pandak.
1.13“INVENTOR IMPROVEMENT(S)” means IMPROVEMENTS not falling under the SRA TECHNOLOGY, that are developed, generated, made, conceived or reduced to practice solely by or on behalf of INVENTOR(S).