definiens: means any compound that is the subject of or whic h results from any research collaboration between Neuritek, Icagen and [COMPANY] for the discovery of an anandamide reupta ke inhibitor ; means any pharmaceutical product in any form, for mulation, or presentation containing, incorporating, consisting of, or compri sing a Next Generation FAAH Compound as an active ingredient ; means those contracts listed in Schedule 9 ; has the meaning given in clause 9.3(b ) ; 7 7153497 v5 |US - DOCS\117790358.20|| EXECUTION VERSION means ( a ) all national, regional and internationa l patents and patent applications, including provis ional patent applications and any and all rights to claim priority thereto, ( b ) all patent applications file d either from such patents, patent applications, or provisional applic ations or from an application claiming priority fro m either of these, including divisionals, continuations, contin uations - in - part, provisionals, converted provisiona ls, and continued prosecution applications, ( c ) any and all patents that have issued or in the future issue fr om the foregoing patent applications ( ( a ) and ( b ) ), including utilit y models, petty patents, and design patents and cer tificates of invention, ( d ) any and all extensions or restoratio ns by existing or future extension or restoration m echanisms, including revalidations, reissues, re - examinations, and extensions ( including any supplementary protec tion certificates and the like ) of the foregoing patents or patent applications ; has the meaning given in Article 4(1 ) of the GDPR ; means steps 6 and 7 of Schedule 10 ( as may be ame nded with the prior written consent of the Buyer, such consent not to be unreasonably with held, conditioned or delayed ) and any other action in connection with the steps in Schedule 10 that the B uyer and the Seller shall agree in writing will tak e place following the Closing Date ; means steps 1 to 5 ( inclusive ) of Schedule 10 ( as may be amended with the prior written consent of the Buyer, such consent not to be unreas onably withheld, conditioned or delayed ) ; means any litigation, arbitration, mediation, con ciliation, expert determination, adjudication or other formal dispute resolution process or criminal, regulatory or administrative proceedings in any j urisdiction ; has the meaning given in the GDPR ; has the meaning given in Clause 4.1 ; has the meaning given in part 1 of Schedule 5 ; means, with respect to a given country or other j urisdiction in the Territory, any and all approvals, licenses, registrations, or authorizatio ns of any regulatory authority necessary to commerc ialize a product in such country or other jurisdiction, incl uding, where applicable, pricing or reimbursement a pproval in such country or other jurisdiction ; means any applicable supra - national, federal, nat ional, regional, state, provincial, or local governmental or regulatory authority, agency, department, bureau, commission, council, or other entities ( e.g., the FDA, EMA, MHRA and PMDA ) ; means, with respect to any country, any exclusive marketing rights or data exclusivity rights ( other than Patent Rights ) conferred by a Re gulatory Authority with respect to a Next Generatio n FAAH Product in a given country in the Territory or regu latory jurisdiction, including orphan drug exclusiv ity, new chemical entity exclusivity, and paediatric exclusi vity ; means the research and development agreement betw een the Buyer and the Seller in the Agreed Form ; means the Pre - Closing Steps and the Post - Closing Steps ; 8 7153497 v5 |US - DOCS\117790358.20|| EXECUTION VERSION means all the issued shares in the capital of the Company at Closing ; means any security breach, compromise or other ev ent or circumstance, which lead, or was reasonably likely to lead to, the unintended, accid ental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to the IT Assets or any po rtion of any of the foregoing, including ( in each c ase ) any data ( including Personal Data ) stored therein or control led or accessed thereby ; means all present and future obligations and liab ilities of the Seller under this Agreement, including all money and liabilities of a ny nature from time to time due, owing or incurred by the Seller under this Agreement ; means the bank account of Ligand Pharmaceuticals Inc. with the following account details : Bank of America Merrill Lynch 315 Montgomery Street, 14th Floor, San Francisco, C A 94104 ABA # 02600959 Account # 1453127240 BIC / Swift Code # BOFAUS3N ; means the Seller and its group undertakings at an y relevant time ; means any Relief other than ( i ) a Buyer ’s Relief or ( ii ) a Relief arising to any person other than the Company or any member of the Buyer ’s Group ; means Latham & Watkins ( London ) LLP ; means Samantha Carford, Paul Greaney, Rod Hubbard, James Murray, Katherine Searle, Susan Wallcraft and Lars Michael Wood ; means a Third Party, other than wholesalers, rese llers and similar promotion of the Next Generation FAAH Products but do not engage in the m arketing or promotion of the Next Generation FAAH Products, to whom the Buyer, Company ( or their Affi liate or Sub - licensee ) grants or has granted a subl icense to develop, use, import, promote, offer for sale, sell, have sold, or the Next Generation FAAH Products i n the Field in the Territory ; means any local, national, supranational, state, governmental or quasi - governmental agency, body, department, board, official or entity exercising regulatory or supervisory authority pur suant to any applicable Law relating to data protection or priva cy, including the Information Commissioner ’s Office in the United Kingdom ; means any supplier of goods or services to the Co mpany at any time during the period of 12 months ending on the Closing Date