Claim" means:
(a) a claim of an issued patent in the U.S. or in a jurisdiction outside the
U.S., as applicable, that has not expired, lapsed, been cancelled or abandoned,
or been dedicated to the public, disclaimed, or held unenforceable, invalid,
revoked or cancelled by a court or administrative agency of competent
jurisdiction in an order or decision from which no appeal has been or can be
taken, including through opposition, reexamination, reissue or disclaimer; or
(b) a claim of a pending patent application that has not been finally abandoned
or finally rejected or expired and which has been pending for no more than [**]
years from the date of filing of the earliest priority patent application to
which such pending patent application is entitled to claim benefit.
For clarity, a claim of an issued patent that ceased to be a Valid Claim before
it issued because it had been pending too long, but subsequently issued and is
otherwise described by clause (a) of the foregoing sentence shall again be
considered to be a Valid Claim once it issues. The same principle shall apply in
similar circumstances such as if, for example (but without limitation), a final
rejection of a claim is overcome.
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1.124 Additional Definitions. Each of the following definition is set forth in
the section of this Agreement indicated below:
Definition:
Section:
Additional Payments
1.30
Adverse Study Effect
Agreement
3.2.2(c)
Preamble
Alliance Manager
4.6 Arbitration Dispute
13.1 Arbitration Request
13.2
Arbitrator
13.2.1 Bankruptcy Code
5.5 Breaching Party
12.3.1(a) Budgeted
Costs
6.3.2(a) Business Acquisition
7.1.3(a) Business Party
7.1.3(a)
Business Program
7.1.3(a) CELGENE
Preamble CELGENE Background Know-How
1.10(a) CELGENE Background Patents
1.10(b) CELGENE Collaboration Know-How
1.11(a) CELGENE Collaboration Patents
1.11(b) CELGENE Indemnitees
11.2
CELGENE Lead Candidate
5.3 Celgene Obligations
13.21 CELGENE Patent
Challenge
12.4.1(b) CELGENE Provided Compound Transfer Agreement
2.3.2(a)(iii)(5) Claims
11.1 Collaboration
2.2 Combination Product
1.91
Competitive Infringement
[**]
8.5.1
7.1.3(b)
Confidential Information
9.1 CRO
2.3.2(a)(iii)(1) CTA
1.63
Development Cost Share
Development Program Stopping Rules
6.3.1
2.3.7
Disclosing Party
9.1 Discontinued Product
6.5.7 Effective Date
Preamble
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Definition:
Section:
EOP1 License Option Payment
EPIZYME
2.9.3
Preamble
EPIZYME Agreements
10.2(b) EPIZYME Background Know-How
1.49(a) EPIZYME
Background Patents
1.49(b) EPIZYME Collaboration Know-How
1.50(a) EPIZYME
Collaboration Patents
1.50(b) EPIZYME In-Licenses
10.2(b) EPIZYME
Indemnitees
11.1 EPIZYME Late Stage Opt-Out
2.6.1 EPIZYME Late Stage Opt-Out
Date
2.6.1(b)
EPIZYME Patent Challenge
EPIZYME Post-EOP1 Clinical Opt-Out
EPIZYME Post-EOP1 Clinical Opt-Out Date
EPIZYME Pre-IND Opt-Out
EPIZYME Pre-IND Opt-Out Date
12.4.2(b)
2.5.1
2.5.1
2.4.1
2.4.1
EPIZYME Research Tools
GAAP
Global Development Lead
2.4.2(b)(ii)(1)
1.1
3.1
Hit Criteria
2.3.2(a)(iii)(1) IFRS
1.1 IND Notice of Exercise
2.9.1 IND
Option
2.9.1
IND License Option Payment
Indemnification Claim Notice
2.9.1
11.3.1
Indemnified Party
11.3.1 Indemnifying Party
11.3.1 Initial Hit
2.3.2(a)(iii)(1) JCC
4.3 JDC
4.2 Joint Collaboration Know-How
1.70(a)
Joint Collaboration Patents
1.70(b) JRC
4.1 Key Employee
13.14 Know-How
Royalty
6.6.2(b) Litigation Conditions
11.3.2 Losses
11.1 M&A Event
13.5
Major License Countries
2.12.3(b)(i) Manufacturing Subcommittee
4.4.3(a)
Material Breach
12.3.1 Material Receiving Party
2.12.5(a) Materials
2.12.5(a)
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