COLLABORATION TERM, THE COMPOSITION OF MATTER OF WHICH IS CLAIMED IN A
COLLABORATION PATENT.
1.5
"COLLABORATION"
SHALL MEAN THE DRUG DISCOVERY RESEARCH ACTIVITIES FOR EACH COLLABORATION TARGET
UNDERTAKEN BY THE PARTIES PURSUANT TO ARTICLE 2 BELOW.
1.6
"COLLABORATION
PRODUCT" MEANS A PRODUCT WHICH CONTAINS ANY ACTIVE COMPOUND, ACTIVE CLAIMED
COMPOUND OR DERIVATIVE COMPOUND FOR USE IN THE FIELD IN THE TERRITORY.
1.7
"COLLABORATION
KNOW-HOW" MEANS COMPOUNDS NOT COVERED UNDER THE CLAIMS OF THE COLLABORATION
PATENT, ANY AND ALL TECHNOLOGIES INCLUDING, BUT NOT LIMITED TO, TRADE SECRETS,
KNOW-HOW, INVENTIONS, INFORMATION (INCLUDING STRUCTURE-ACTIVITY DATA) AND
MATERIALS, WHETHER PATENTABLE OR NOT, DIRECTED TO PROCESSES, FORMULATIONS AND/OR
METHODS DISCOVERED, DEVELOPED, OWNED, LICENSED OR ACQUIRED SOLELY BY ARRAY,
SOLELY BY ONO OR JOINTLY BY ARRAY AND ONO, IN THE COURSE OF THE COLLABORATION
DURING THE COLLABORATION TERM.
1.8
"COLLABORATION
PATENT" MEANS (I) ANY AND ALL PATENT APPLICATIONS AND PATENTS THEREOF THE
SUBJECT OF WHICH IS AN INVENTION (A "COLLABORATION INVENTION") CONCEIVED OR
REDUCED TO PRACTICE SOLELY BY ARRAY, SOLELY BY ONO OR JOINTLY BY ARRAY AND ONO
IN THE COURSE OF THE COLLABORATION DURING THE COLLABORATION TERM, INCLUDING
WITHOUT LIMITATION ANY SUCH INVENTIONS COMPRISING ANY ACTIVE COMPOUND, INACTIVE
COMPOUND AND/OR ANY ACTIVE CLAIMED COMPOUND, OR METHOD OF USE OR PROCESS FOR THE
SYNTHESIS THEREOF OR COMPOSITION-OF-MATTER CONTAINING SUCH ACTIVE COMPOUND,
INACTIVE COMPOUND AND/OR ACTIVE CLAIMED COMPOUND, AND (II) ANY DIVISIONS,
CONTINUATIONS, CONTINUATIONS-IN-PART, REISSUES, REEXAMINATIONS, EXTENSIONS OR
OTHER GOVERNMENTAL ACTIONS WHICH EXTEND ANY OF THE SUBJECT MATTER OF THE PATENT
APPLICATIONS AND/OR PATENTS IN (I) ABOVE, AND ANY SUBSTITUTIONS, CONFIRMATIONS,
REGISTRATIONS OR REVALIDATIONS OF ANY OF THE FOREGOING.
1.9
"COLLABORATION
TARGET(S)" MEANS (I) [*].
1.10
"COLLABORATION TERM"
MEANS THE TERM OF THE COLLABORATION, AS PROVIDED IN SECTION 2.6 BELOW.
2
1.11
"COMPOUND" MEANS ANY
CHEMICAL ENTITY SYNTHESIZED BY ARRAY AND MADE AVAILABLE TO ONO DURING THE
COLLABORATION TERM IN ACCORDANCE WITH THE RESEARCH PLAN MUTUALLY AGREED UPON BY
THE PARTIES.
1.12
"CONSUMER PRICE INDEX" OR
"CPI" MEANS THE CONSUMER PRICE INDEX, ALL URBAN CONSUMERS, AS PUBLISHED BY THE
U.S. BUREAU OF LABOR STATISTICS.
1.13
"DERIVATIVE COMPOUND"
MEANS ANY CHEMICAL ENTITY, OTHER THAN A COMPOUND OR CLAIMED COMPOUND,
SYNTHESIZED BY OR ON BEHALF OF ONO AFTER THE COLLABORATION TERM THAT:
(i)
results from a chemical synthesis
program based on one or more Compounds;
(ii)
is based on structure-activity data
relating to a Compound; or
(iii)
is covered by the claims of any ONO Patent,
which patent application or patent discloses any compound in (i) or (ii) above.
ONO will not synthesize any chemical entities for use against a Collaboration
Target during the Collaboration Term.
1.14
"FIELD" MEANS THE
DISCOVERY, DEVELOPMENT AND COMMERCIALIZATION OF SMALL MOLECULES FOR THE
DIAGNOSIS OR THERAPEUTIC OR PROPHYLACTIC TREATMENT OF DISEASES AND CONDITIONS,
WHEREIN THE PRIMARY MECHANISM OF ACTION OF SUCH SMALL MOLECULES IS TO MODULATE
THE ACTIVITY OF A COLLABORATION TARGET.
1.15
"FTE" MEANS A FULL-TIME
EMPLOYEE OF ARRAY DEDICATED TO EACH COLLABORATION, OR IN THE CASE OF LESS THAN A
FULL-TIME DEDICATED EMPLOYEE, A FULL-TIME, EQUIVALENT EMPLOYEE YEAR, BASED UPON