definiens: means [COMPANY] Pharma AG, its Affiliates, successors and permitted assignees ; means all existing proprietary trade secrets, confidential scientific, technical and medicalinformation and expertise from time to time developed, produced, created or Acquired byor on behalf of [COMPANY], on or before the Effective Date, including, but not limited to, unpatented inventions, discoveries, theories, plans, ideas or designs relating to theresearch and development, registration for marketing, use or sale of the Compound, needed relevant data on the Compounds, preclinical toxicity and manufacturing data forthe Compound, and toxicological, pharmacological, analytical and clinical data, bioavailability studies, other formulations, control assays and specifications, methods ofpreparation and stability data with respect to the Compound ; means all and any existing patents, utility models and any applications therefor in theTerritory ( other than the [COMPANY] Program Patents or Joint Patents ) that are orsubsequently may be owned or Acquired by, or assigned or licensed to, [COMPANY] 6 ( including any and all divisions, continuations, continuations - in - part, extensions, additions, registrations, confirmations, reexaminations, Supplementary ProtectionCertificates, renewals or reissues thereto or thereof ) as of the Effective Date and thatwould be relevant and necessary to develop, make, use, or sell Product(s ) in the Territoryand / or relate to the Field ; means all trade secrets, confidential scientific, technical and medical information andexpertise developed, produced, created or Acquired by or on behalf of [COMPANY] pursuantto the Research and Development Program ( other than [COMPANY] Know - How and JointKnow - How ), including, but not limited to, unpatented inventions, discoveries, theories, plans, ideas or designs ( whether or not reduced to practice ), and relating to the researchand development, registration for marketing, use or sale of the Compound or theProduct(s ), needed relevant data on the Compound, preclinical toxicity andmanufacturing data for the Compound, and toxicological, pharmacological, analyticaland clinical data, bioavailability studies, formulations, control assays and specifications, methods of preparation and stability data with respect to the Compound and prototypeProduct(s ) ; means all and any patents, utility models and applications therefor in the Territory(including any and all divisions, continuations, continuations - in - part, extensions, additions, registrations, confirmations, reexaminations, Supplementary ProtectionCertificates, renewals or reissues thereto or thereof ) on or for any inventions ordiscoveries that have been or subsequently may be conceived or made by employees oragents of [COMPANY] pursuant to the Research and Development Program ; means the [COMPANY] Program Patents, the [COMPANY] Program Know - How and/or Novartis’sshare of the Joint Patents and the Joint Know - How, as well as any other Novartisintellectual property rights ( such as copyright or data rights ) created or arising during theterm of this Agreement and relevant to the Field ; means the [COMPANY] Patents and/or the [COMPANY] Know - How, as well as any other Novartisintellectual property rights ( such as copyright or data rights ) created or arising before theterm of this Agreement and relevant to the Field ; 7 means an option to enter into a license agreement in the form of this Agreement, asprovided for in the Option Agreement ; means the Research Collaboration and Option Agreement, dated as of December 3, 1997,between [COMPANY] and [COMPANY], incorporated herein by reference ; means a payment specified in an Appendix to the Option Agreement and the payment ofwhich is required upon the exercise of the Option ; means [COMPANY] and [COMPANY] ; means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, or other entity ofwhatever nature ; means, one or more commercial formulations of the Compound(s ) with one or more of theCarriers for the oral Route of Administration that complies with the Specifications, andlicensed hereunder ; means the joint program of research and development work, with respect to the Field andthe Product, being conducted or to be conducted by, inter alia, [COMPANY] and Emispherefor and on behalf of [COMPANY], for which both Parties are responsible, and which has beendevised by and approved by the Steering Committee and is outside of the scope of theProgram defined in the Option Agreement ; the Research and Development Program shallnot include work for which [COMPANY] alone is responsible, such as clinical trials ofProduct(s ) ; means administration of the Compound(s ) by routes including, but not limited to, oral, nasal, buccal, intraocular, sublingual, injectable ( such as by subcutaneous, depot, intramuscular, intraperitoneal or intravenous injection ), vaginal and pulmonary dosing;only the oral route is licensed hereunder ; 8 means the specifications for each of the Carriers or Product(s ) as approved by the relevantHealth Authority, as well as such other specifications which may be agreed upon by theParties in writing ; means the management committee appointed by [COMPANY] and [COMPANY] to oversee theResearch and Development Programs related to the Product(s ), as provided for in theOption Agreement ; means all the countries of the world