treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
5
"KNOW-HOW" MEANS ALL INVENTIONS, DISCOVERIES, DATA, INFORMATION, PROCESSES,
METHODS, CORRESPONDENCE, TECHNIQUES, TRADE SECRETS, MATERIALS, TECHNOLOGY,
CONCEPTS, IDEAS, ALGORITHMS, STANDARDS, METHODS, COMPOSITIONS, FORMULAE,
PROCEDURES, RESULTS AND OTHER KNOW-HOW, WHETHER OR NOT PATENTABLE OR
COPYRIGHTABLE.
[********]
[********] MEANS ALL TECHNOLOGY LICENSED BY EXACT TO [********] PURSUANT TO THE
[********].
THE PARTIES UNDERSTAND AND AGREE THAT THE PATENT RIGHTS THAT ARE
INCLUDED IN BOTH THE TRANSFERRED TECHNOLOGY AND THE [********] AS OF THE
EFFECTIVE DATE ARE ONLY THOSE PATENT RIGHTS SET FORTH ON SCHEDULE 6.8(A)(I).
"LOSSES" HAS THE MEANING SET FORTH IN SECTION 14.1(A).
"MATERIAL ADVERSE EFFECT" MEANS ANY MATERIAL ADVERSE EFFECT ON THE PURCHASED
ASSETS, ON THE PARTIES' ABILITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ON THE PARTIES' ABILITY TO PERFORM THEIR OBLIGATIONS UNDER
THIS AGREEMENT.
"MAXIMUM INDEMNITY CAP" HAS THE MEANING SET FORTH IN SECTION 14.1(B).
"NEED-TO-KNOW" HAS THE MEANING SET FORTH IN SECTION 13.2.
"OPTION" HAS THE MEANING SET FORTH IN SECTION 3.3(A).
"OPTION EXERCISE NOTICE" HAS THE MEANING SET FORTH IN SECTION 3.3(B).
"OPTIONED TECHNOLOGY" MEANS ADDITIONAL EXACT TECHNOLOGY FOR WHICH GENZYME HAS
EXERCISED THE OPTION PURSUANT TO SECTION 3.3.
"PATENT RIGHTS" MEANS ALL (I) ISSUED PATENTS; (II) PENDING PATENT APPLICATIONS
AND RIGHTS TO FILE APPLICATIONS, INCLUDING ALL PROVISIONAL APPLICATIONS,
SUBSTITUTIONS, CONTINUATIONS, CONTINUATIONS-IN-PART, DIVISIONS, RE-EXAMINATIONS,
NATIONAL PHASE PCT APPLICATIONS, PCT INTERNATIONAL APPLICATIONS AND ALL FOREIGN
COUNTERPARTS; (III) PATENTS-OF-ADDITION, REISSUES, RENEWALS, REVIVALS,
REEXAMINATION CERTIFICATES AND EXTENSIONS AND RESTORATIONS BY EXISTING OR FUTURE
EXTENSION OR RESTORATION MECHANISMS, INCLUDING SUPPLEMENTARY PROTECTION
CERTIFICATES AND THE EQUIVALENT THEREOF; (IV) INVENTOR'S CERTIFICATES; AND
(V) FORMS OF GOVERNMENT-ISSUED RIGHTS SUBSTANTIALLY SIMILAR TO ANY OF THE
FOREGOING, IN EACH CASE THROUGHOUT THE WORLD.
"PERSON" MEANS ANY INDIVIDUAL OR LEGAL ENTITY.
"POTENTIAL LIABILITIES HOLDBACK AMOUNT" MEANS AN AMOUNT EQUAL TO THE HOLDBACK
INDEMNITY CAP, PAYABLE BY GENZYME TO EXACT AS SET FORTH IN ARTICLE 15.
"PRIMARY GOALS" HAS THE MEANING SET FORTH IN SECTION 4.1.
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.
6
"PRIMARY INTELLECTUAL PROPERTY RIGHTS" MEANS THE PRIMARY PATENT RIGHTS AND OTHER
TRANSFERRED TECHNOLOGY CHIEFLY RELATED TO THE PRIMARY PATENT RIGHTS, BUT NOT ANY
SECONDARY PATENT RIGHTS.
"PRIMARY PATENT RIGHTS" MEANS (A) THOSE PATENT RIGHTS WITHIN THE TRANSFERRED
TECHNOLOGY LISTED ON SCHEDULE A, AND (B) ALL PATENT RIGHTS FIRST FILED AFTER THE
EFFECTIVE DATE THAT CLAIM PRIORITY (DIRECT OR INDIRECT, IN WHOLE OR IN PART) TO
ANY PATENT RIGHT IDENTIFIED IN CLAUSE (A) ABOVE.
"PURCHASED ASSETS" HAS THE MEANING SET FORTH IN SECTION 2.1(A).
"RECEIVING PARTY" HAS THE MEANING SET FORTH IN SECTION 13.1.
"REPRESENTATIVES" HAS THE MEANING SET FORTH IN SECTION 13.2.
"REQUESTING PARTY" HAS THE MEANING SET FORTH IN SECTION 12.2(D).
"RETAINED ASSETS" HAS THE MEANING SET FORTH IN SECTION 2.1(B).
"RETAINED LIABILITIES" HAS THE MEANING SET FORTH IN SECTION 2.3(B).
"RETAINED PATENT RIGHTS" MEANS ANY PATENT RIGHT OWNED