(B) INTELLECTUAL
PROPERTY RIGHTS ACQUIRED OR IN-LICENSED FROM A THIRD PARTY AFTER THE CLOSING
DATE AND (C) INTELLECTUAL PROPERTY RIGHTS OWNED OR CONTROLLED AS A RESULT OF OR
SUBSEQUENT TO CHANGE OF CONTROL OF GENZYME.
FOR CLARITY, A PATENT RIGHT THAT IS
FIRST FILED AFTER A CHANGE OF CONTROL BUT CLAIMS PRIORITY (DIRECT OR INDIRECT,
IN WHOLE OR IN PART) TO A PATENT RIGHT THAT
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
4
WAS SUBJECT TO THE LICENSE GRANTED BY GENZYME TO EXACT PURSUANT TO
SECTION 3.4(B) PRIOR TO A CHANGE OF CONTROL WILL BE A "GENZYME LICENSED
IMPROVEMENT" HEREUNDER.
"GENZYME THIRD PARTY PAYMENT" HAS THE MEANING SET FORTH IN SECTION 11.2(A).
"GOVERNMENTAL AUTHORITY" MEANS ANY GOVERNMENT OR ANY AGENCY, BUREAU, BOARD,
COMMISSION, COURT, DEPARTMENT, POLITICAL SUBDIVISION, TRIBUNAL OR OTHER
INSTRUMENTALITY OF ANY GOVERNMENT (INCLUDING ANY REGULATORY OR ADMINISTRATIVE
AGENCY), WHETHER FEDERAL, STATE OR LOCAL, DOMESTIC OR FOREIGN.
"HOLDBACK INDEMNITY CAP" HAS THE MEANING SET FORTH IN SECTION 14.1(B).
"INDEMNIFYING PARTY" MEANS, WITH RESPECT TO ANY CLAIM FOR INDEMNIFICATION
PURSUANT TO ARTICLE 14, THE PARTY AGAINST WHOM SUCH CLAIM IS ASSERTED UNDER
SECTION 14.1 OR 14.2, AS THE CASE MAY BE.
"INDEMNITEE" MEANS, WITH RESPECT TO ANY CLAIM FOR INDEMNIFICATION PURSUANT TO
ARTICLE 14, THE GENZYME INDEMNITEE OR THE EXACT INDEMNITEE ASSERTING SUCH CLAIM
UNDER SECTION 14.1 OR 14.2, AS THE CASE MAY BE.
"INDEMNITY BASKET" HAS THE MEANING SET FORTH IN SECTION 14.1(B).
"INFRINGEMENT CLAIM" HAS THE MEANING SET FORTH IN SECTION 12.4(A).
"INTELLECTUAL PROPERTY RIGHTS" MEANS ALL INTANGIBLE PROPRIETARY RIGHTS OF ANY
KIND OR NATURE THROUGHOUT THE WORLD, INCLUDING THE FOLLOWING (AND ALL STATUTORY
AND/OR COMMON LAW RIGHTS IN, ARISING OUT OF, OR ASSOCIATED THEREWITH): (I) ALL
PATENT RIGHTS; (II) ALL WORKS OF AUTHORSHIP, COPYRIGHTS, MASK WORKS, COPYRIGHT
AND MASK WORK REGISTRATIONS AND APPLICATIONS, COPYRIGHTABLE SUBJECT MATTER
WHETHER OR NOT REGISTRATION FOR ANY SUCH COPYRIGHT EXISTS OR IS PENDING, AND ALL
OTHER COPYRIGHT INTERESTS ACCRUING BY REASON OF INTERNATIONAL COPYRIGHT
CONVENTIONS PERTAINING THERETO ("COPYRIGHTS"); (III) ALL KNOW-HOW; AND (IV) ALL
DATABASES AND DATA COLLECTIONS.
"JHU" MEANS THE JOHNS HOPKINS UNIVERSITY, A MARYLAND CORPORATION.
"JHU-EXACT LICENSE AMENDMENT" MEANS THE ASSIGNMENT, SUBLICENSE, CONSENT AND
EIGHTH AMENDMENT TO LICENSE AGREEMENT AMONG EXACT, JHU AND GENZYME, DATED AS OF
THE CLOSING DATE, TO BE EXECUTED AND DELIVERED BY EXACT, JHU AND GENZYME PRIOR
TO THE CLOSING, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B.
"JOINT COLLABORATION TECHNOLOGY" MEANS ALL KNOW-HOW, PATENT RIGHTS AND
COPYRIGHTS THAT ARE DISCOVERED, CONCEIVED, CREATED, MADE OR INVENTED (AS
APPLICABLE) [********] JOINTLY BY (A) EMPLOYEES OR AGENTS OF EXACT AND
(B) EMPLOYEES OR AGENTS OF GENZYME OR ANY OF ITS AFFILIATES.
"JOINT PATENT RIGHTS" MEANS ALL PATENT RIGHTS INCLUDED WITHIN THE JOINT
COLLABORATION TECHNOLOGY.
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential