THIS DEFINITION, "CONTROL" MEANS (A) OWNERSHIP OF FIFTY
PERCENT (50%) OR MORE OF THE SHARES OF STOCK ENTITLED TO VOTE FOR THE ELECTION
OF DIRECTORS IN THE CASE OF A CORPORATION, OR FIFTY PERCENT (50%) OR MORE OF THE
EQUITY INTERESTS IN THE CASE OF ANY OTHER TYPE OF LEGAL ENTITY, (B) STATUS AS A
GENERAL PARTNER IN ANY PARTNERSHIP, OR (C) ANY OTHER ARRANGEMENT WHEREBY A
PERSON CONTROLS OR HAS THE RIGHT TO CONTROL THE BOARD OF DIRECTORS OF A
CORPORATION OR EQUIVALENT GOVERNING BODY OF AN ENTITY OTHER THAN A CORPORATION.
1.7
"AKIP PLATFORM TECHNOLOGY" MEANS BOTH
(A) THE PROPRIETARY TECHNOLOGY CONTROLLED BY ARQULE AND USED FOR THE
IDENTIFICATION AND DEVELOPMENT OF KINASE INHIBITORS AND (B) DATA AND INFORMATION
RELATING TO THE STRUCTURE AND MECHANISM OF INHIBITION OF KINASE INHIBITORS THAT
ARE IDENTIFIED THROUGH THE USE OF SUCH PROPRIETARY TECHNOLOGY.
1.8
"ANNUAL NET SALES" MEANS, WITH RESPECT TO
ANY CALENDAR YEAR, THE AGGREGATE AMOUNT OF THE NET SALES FOR SUCH CALENDAR YEAR.
2
1.9
"ANNUAL RESEARCH PLAN" MEANS, WITH RESPECT
TO EACH DS TARGET, THE WRITTEN PLAN DESCRIBING THE RESEARCH ACTIVITIES TO BE
CARRIED OUT BY EACH PARTY FOR SUCH DS TARGET DURING THE RESEARCH COLLABORATION
PERIOD IN CONDUCTING EACH RESEARCH STAGE OF THE RESEARCH PROGRAM PURSUANT TO
THIS AGREEMENT, WHICH SHALL INCLUDE THE OBJECTIVES OF, AND THE ALLOCATION OF
RESOURCES (INCLUDING THE FTE FUNDING COMMITMENT) WITH RESPECT THERETO, AS SUCH
WRITTEN PLAN MAY BE AMENDED, MODIFIED OR UPDATED, AS FURTHER DESCRIBED IN
SECTION 3.2.
1.10
"APPLICABLE LAWS" MEANS FEDERAL, STATE, LOCAL,
NATIONAL AND SUPRA-NATIONAL LAWS, STATUTES, RULES AND REGULATIONS, INCLUDING ANY
RULES, REGULATIONS, GUIDANCE, GUIDELINES OR REQUIREMENTS OF REGULATORY
AUTHORITIES, NATIONAL SECURITIES EXCHANGES OR SECURITIES LISTING ORGANIZATIONS,
THAT ARE IN EFFECT FROM TIME TO TIME DURING THE TERM AND APPLY TO A PARTICULAR
ACTIVITY HEREUNDER.
1.11
"ARQULE BACKGROUND TECHNOLOGY" MEANS ANY
TECHNOLOGY THAT IS USED BY ARQULE, OR PROVIDED BY ARQULE FOR USE, IN THE
RESEARCH PROGRAM THAT IS (A) CONTROLLED BY ARQULE AS OF THE EFFECTIVE DATE OR
(B) CONCEIVED OR FIRST REDUCED TO PRACTICE BY EMPLOYEES OF, OR CONSULTANTS TO,
ARQULE AFTER THE EFFECTIVE DATE OTHER THAN IN THE CONDUCT OF ARQULE RESEARCH
ACTIVITIES AND WITHOUT THE USE IN ANY MATERIAL RESPECT OF ANY DS TECHNOLOGY, DS
PATENT RIGHTS OR DS MATERIALS.
FOR PURPOSES OF CLARITY, ARQULE BACKGROUND
TECHNOLOGY (A) SHALL INCLUDE THE AKIP PLATFORM TECHNOLOGY, AND (B) SHALL NOT
INCLUDE COLLABORATION COMPOUNDS, ARQULE PROGRAM TECHNOLOGY OR ARQULE'S INTEREST
IN JOINT TECHNOLOGY.
1.12
"ARQULE DECISION" MEANS A DECISION WITH RESPECT
TO THE FOLLOWING ISSUES:
(A) THE APPLICATION BY ARQULE OF THE AKIP PLATFORM
TECHNOLOGY AGAINST *; (B) WHETHER * IS TO INCUR ANY *; (C) WHETHER * IS TO INCUR
ANY * IN THE PERFORMANCE OF * AND (D) THE DESIGNATION OF ANY *.
1.13
"ARQULE MATERIALS" MEANS ANY PROPRIETARY
MATERIALS THAT ARE CONTROLLED BY ARQULE AND USED BY ARQULE, OR PROVIDED BY
ARQULE FOR USE, IN THE RESEARCH PROGRAM AND/OR THE DEVELOPMENT PROGRAM.
FOR
PURPOSES OF CLARITY, ARQULE MATERIALS SHALL INCLUDE ALL COMPOUNDS