STRUCTURAL AND FUNCTIONAL INFORMATION PERTAINING TO, CHEMICAL COMPOUNDS OR OTHER
THERAPEUTIC AGENTS AND (B) COMPOSITIONS OF MATTER, DATA, FORMULATIONS,
PROCESSES, TECHNIQUES, KNOW-HOW AND RESULTS (INCLUDING ANY NEGATIVE RESULTS).
1.131
"TERRITORY" ALL COUNTRIES AND TERRITORIES OF THE WORLD OTHER THAN
THE ASIAN TERRITORY, CONSISTING OF THE U.S. TERRITORY AND THE ROW TERRITORY.
1.132
"THIRD PARTY" MEANS A PERSON OTHER THAN DS AND ARQULE AND THEIR
RESPECTIVE AFFILIATES.
24
1.133
"THIRD PARTY DATA PROVIDER" MEANS IMS HEALTH AND/OR ANY OTHER THIRD
PARTY REASONABLY ACCEPTABLE TO THE PARTIES THAT PERFORMS MARKET ANALYSES AND
PROVIDES SALES DATA FOR THE BIOTECHNOLOGY OR PHARMACEUTICAL INDUSTRY.
1.134
"UNANIMOUS DECISION" MEANS (A) ANY DECISION WITH RESPECT TO * AND
ANY AMENDMENT TO ANY SUCH *; (B) ANY DECISION THAT WOULD *; (C) ANY DECISION TO
*; (D) ANY DECISION REQUIRING A PARTY TO *; (E) ANY DECISION APPLICABLE TO * AND
ANY *; (F) ANY DECISION TO * AND (G) ANY OTHER DECISION DESIGNATED AS A
UNANIMOUS DECISION HEREIN.
1.135
"US JOINT MARKETING COMMITTEE" OR "USJMC" MEANS THE COMMITTEE
COMPOSED OF ARQULE AND DS REPRESENTATIVES ESTABLISHED PURSUANT TO SECTION 2.5.
1.136
"U.S. TERRITORY" MEANS THE UNITED STATES OF AMERICA AND ITS
TERRITORIES, INCLUDING, WITHOUT LIMITATION, PUERTO RICO AND THE U.S. VIRGIN
ISLANDS.
1.137
"VALID CLAIM" MEANS (A) ANY CLAIM OF AN ISSUED UNEXPIRED PATENT
THAT, (I) HAS NOT BEEN PERMANENTLY REVOKED, HELD INVALID, OR DECLARED
UNPATENTABLE OR UNENFORCEABLE IN A DECISION OF A COURT OR OTHER BODY OF
COMPETENT JURISDICTION THAT IS UNAPPEALABLE OR UNAPPEALED WITHIN THE TIME
ALLOWED FOR APPEAL, (II) HAS NOT BEEN RENDERED UNENFORCEABLE THROUGH DISCLAIMER
OR OTHERWISE, AND (III) IS NOT LOST THROUGH AN INTERFERENCE PROCEEDING; OR
(B) ANY CLAIM OF A PENDING PATENT APPLICATION THAT HAS NOT BEEN FINALLY
CANCELLED, WITHDRAWN, ABANDONED OR REJECTED BY ANY ADMINISTRATIVE AGENCY OR
OTHER BODY OF COMPETENT JURISDICTION, AND WHICH PENDING PATENT APPLICATION HAS
BEEN PENDING FOR LESS THAN * (*) YEARS SINCE ITS EARLIEST PRIORITY DATE.
IN THE
EVENT SUBSEQUENT TO SUCH * (*) YEAR PERIOD, SUCH PENDING CLAIM IS ISSUED AS A
CLAIM OF AN ISSUED AND UNEXPIRED PATENT INCLUDED WITHIN (A) ABOVE, SUCH CLAIM
SHALL BE REINSTATED THEREAFTER AS A "VALID CLAIM" IN ACCORDANCE WITH CLAUSE
(A) ABOVE.
25
1.138
ADDITIONAL DEFINITIONS.
IN ADDITION, EACH OF THE FOLLOWING
DEFINITIONS SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH IN THE SECTION OF THIS
AGREEMENT INDICATED BELOW:
Definition
Section
Abandoning Party
8.1.5(b)
Agreement
Preamble
Alliance Manager
2.6.1
Appointing Party
2.8
ARQULE
Preamble
ARQULE Indemnitees
11.1
Back-Up Compound
3.2
Claims
11.1
Combination Product
4.3.1(a)(i)
Co-Commercialization Agreement
3.12.1(c)(i)
Co-Commercialization Option
3.12.1(b)
Co-Commercialization Option Notice
3.12.1(b)
Co-Commercialization Plan
3.12.2
Co-Commercialized Licensed Product
3.12.1(b)
Cost Audited Party
3.11.2(b)
Cost Auditing Party
3.11.2(b)
Deferred Development Costs
3.11.2(a)(ii)
Designated Senior Officers
2.1.5
disclosing Party
1.38
Dispute
12.1
Disputed Matter
2.1.5
DS
Preamble
DS Indemnitees
11.2
DS Manufacturing Know-How
9.3.1(e)(xi)
Execution Date
Preamble
Filing Party
8.1.4
Generic Licensed Product
4.3.1(a)(ii)
HSR Conditions
12.15
ICD10
1.74
Indemnified Party
11.3
Indemnifying Party
11.3
Indication Proposal Notice
3.13
Infringement
8.2.1(a)
Infringement Notice
8.2.1(a)
INN
8.2.5