Arcus as
of the Effective Date or during the Term that (a) claim Arcus Background
Know-How for such Arcus Program or Optioned Program or Pre-Program Activities or
(b) are otherwise reasonably necessary or useful to Exploit any applicable Arcus
Molecule or Arcus Product or Optioned Molecule or Optioned Product or a Molecule
or product that is the subject of such Pre-Program Activities, excluding, in
each case ((a) and (b)), any Collaboration Patents.
For clarity, the Arcus
Background Patents include the Existing Arcus Patents.
1.15 "Arcus Combination" means either a Combination Product containing, or
Combination Therapy involving administration of, at least one Optioned Molecule
In Combination with at least one Arcus Molecule and not In Combination with any
investigational Gilead Molecule or Excluded Arcus Molecules, and in the case of
a pharmaceutical product, in any and all finished forms, presentations, delivery
systems, strength, dosages, and formulations.
For the avoidance of doubt, (1)
upon the Option Exercise Closing of all Arcus Programs for all Arcus Molecules
included in such Arcus Combination, such Combination shall cease to be an Arcus
Combination and shall be deemed an Optioned Combination, and (2) upon expiration
of the Option Exercise Period if Gilead does not exercise the applicable Option
or failure to timely achieve Option Exercise Closing of any Arcus Program
pursuant to Section 8.3(c)(i), in each case, for any Arcus Molecule included in
such Arcus Combination, such Combination shall cease to be an Arcus Combination
and shall be deemed an Excluded Combination.
For example, pharmaceutical
product containing, or treatment regimen involving administration of, (a) a
first Optioned Molecule In Combination with (b) a second Optioned Molecule In
Combination with (c) an Arcus Molecule In Combination with (d) a
commercially-available pharmaceutical product (whether of Gilead, Arcus or a
Third Party), and not In Combination with any investigational Gilead Molecule or
Excluded Arcus Molecule, would be an "Arcus Combination".
3
--------------------------------------------------------------------------------
1.16"Arcus Flow-Down Obligations Schedule" means a Schedule provided by Arcus to
Gilead pursuant to this Agreement for an Arcus Program or Optioned Program
setting forth for each Arcus Third Party Agreement existing at such time that
relates to such Arcus Program or Optioned Program those terms from such Arcus
Third Party Agreement that are required by such Arcus Third Party Agreement to
be included in this Agreement.
1.17"Arcus Foreground Know-How" means Collaboration Know-How conceived,
discovered, developed, generated or otherwise made solely by or on behalf of
Arcus or its Affiliates, excluding any Arcus Program Period Know-How.
1.18"Arcus Foreground Patents" means Collaboration Patents (a) claiming Arcus
Foreground Know-How and (b) not claiming Arcus Program Period Know-How, Gilead
Collaboration Know-How or Joint Collaboration Know-How.
1.19"Arcus IP" means the Arcus Know-How and Arcus Patents.
1.20"Arcus Know-How" means the Arcus Background Know-How and Arcus Collaboration
Know-How, in each case to the extent Controlled by Arcus or its Affiliates.
1.21"Arcus Molecules" means any Molecules [***].
1.22"Arcus Option Exercise Representations" means the representations and
warranties set forth in Schedule C that Arcus shall make as of each Option
Bringdown Date with respect to