2 ATTACHED HERETO.
FOR
PURPOSES OF CLARITY, ARQULE PATENT RIGHTS INCLUDES ALL ARQULE PROGRAM PATENT
RIGHTS.
1.17
"ARQULE PROGRAM PATENT RIGHTS" MEANS ANY PATENT
RIGHTS CONTROLLED BY ARQULE THAT CONTAIN ONE OR MORE CLAIMS THAT COVER ARQULE
PROGRAM TECHNOLOGY.
1.18
"ARQULE PROGRAM TECHNOLOGY" MEANS (A) ANY PRODUCT
TECHNOLOGY; (B) ANY PROGRAM TECHNOLOGY THAT IS CONCEIVED OR FIRST REDUCED TO
PRACTICE BY EMPLOYEES OF, OR CONSULTANTS TO, ARQULE, ALONE OR JOINTLY WITH ANY
THIRD PARTY, WITHOUT THE USE IN ANY MATERIAL RESPECT OF ANY DS TECHNOLOGY, DS
PATENT RIGHTS, DS MATERIALS OR JOINT TECHNOLOGY; AND (C) ALL COLLABORATION
COMPOUNDS.
1.19
"ARQULE TECHNOLOGY" MEANS, COLLECTIVELY, ARQULE
BACKGROUND TECHNOLOGY AND ARQULE PROGRAM TECHNOLOGY.
1.20
"ASIAN TERRITORY" MEANS JAPAN, CHINA (INCLUDING
HONG KONG), SOUTH KOREA AND TAIWAN.
1.21
"BACK-UP COMPOUND" MEANS ANY C-MET INHIBITOR * OR
ANY OTHER C-MET INHIBITOR THAT HAS BEEN DISCOVERED OR, IS DISCOVERED DURING THE
TERM, BY ARQULE, DS OR JOINTLY BY ARQULE AND DS, (AS DESIGNATED BY THE JSC,
PURSUANT TO SECTION 3.2, TO USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER A
BACK-UP COMPOUND) AND THAT IS DESIGNATED BY THE JSC FOR FURTHER DEVELOPMENT AS A
BACK-UP COMPOUND PURSUANT TO SECTION 3.2.
1.22
"BUSINESS DAY" MEANS ANY DAY ON WHICH BANKING
INSTITUTIONS IN NEW YORK, NEW YORK AND TOKYO ARE OPEN FOR BUSINESS.
4
1.23
"CALENDAR QUARTER" MEANS THE PERIOD BEGINNING ON
THE EFFECTIVE DATE AND ENDING ON THE LAST DAY OF THE CALENDAR QUARTER IN WHICH
THE EFFECTIVE DATE FALLS, AND THEREAFTER EACH SUCCESSIVE PERIOD OF THREE
(3) CONSECUTIVE CALENDAR MONTHS ENDING ON MARCH 31, JUNE 30, SEPTEMBER 30 OR
DECEMBER 31.
1.24
"CALENDAR YEAR" MEANS EACH SUCCESSIVE PERIOD OF
TWELVE (12) MONTHS COMMENCING ON JANUARY 1 AND ENDING ON DECEMBER 31.
1.25
"CANCER INDICATION" MEANS ANY AND ALL INDICATIONS
FOR CANCER OR METASTASIS.
1.26
"CHALLENGE" MEANS ANY CHALLENGE TO THE VALIDITY
OR ENFORCEABILITY OF ANY OF THE ARQULE PATENT RIGHTS, INCLUDING WITHOUT
LIMITATION BY (A) FILING A DECLARATORY JUDGMENT ACTION IN WHICH ANY OF THE
ARQULE PATENT RIGHTS IS ALLEGED TO BE INVALID OR UNENFORCEABLE; (B) CITING PRIOR
ART PURSUANT TO 35 U.S.C. §301, FILING A REQUEST FOR RE-EXAMINATION OF ANY OF
THE ARQULE PATENT RIGHTS PURSUANT TO 35 U.S.C. §302 AND/OR §311, OR PROVOKING AN
INTERFERENCE WITH AN APPLICATION FOR ANY OF THE ARQULE PATENT RIGHTS PURSUANT TO
35 U.S.C. §135; OR (C) FILING OR COMMENCING ANY RE-EXAMINATION, OPPOSITION,
CANCELLATION, NULLITY OR SIMILAR PROCEEDINGS AGAINST ANY OF THE ARQULE PATENT
RIGHTS IN ANY COUNTRY.
1.27
"CLINICAL TRIAL" MEANS A CLINICAL STUDY OF A
LICENSED PRODUCT INVOLVING THE ADMINISTRATION OF SUCH LICENSED PRODUCT TO
PATIENTS FOR ANY TARGETED INDICATION, AND INCLUDES ANY PHASE 1 CLINICAL TRIAL,
PHASE 2 CLINICAL TRIAL, PHASE 3 CLINICAL TRIAL, PHASE 4 CLINICAL TRIAL AND PHASE
5 CLINICAL TRIAL, AS APPLICABLE.
1.28
"C-MET INHIBITOR" MEANS ARQ 197 AND ANY
THERAPEUTIC AGENT THAT BINDS THE C-MET RTK AND INHIBITS *.
1.29
"CO-COMMERCIALIZE" OR "CO-COMMERCIALIZATION
ACTIVITIES" MEANS WITH RESPECT TO ANY CO-COMMERCIALIZED LICENSED PRODUCT, THE
JOINT DETAILING OF SUCH CO-COMMERCIALIZED LICENSED PRODUCT IN THE
CO-COMMERCIALIZATION