in the Regulus License Agreement), the provisions of
Section 2.4 of the Regulus License Agreement will govern whether, with respect
to Know-How licensed under an Optional In-License (as defined in the Regulus
License Agreement) or as an Additional Right (as defined in the Regulus License
Agreement), such Know-How will be included as Parent Company Know-How and
(ii) Parent Company Know-How does not include [***]).[***]
1.120
"PARENT COMPANY PATENTS" SHALL MEAN, WITH RESPECT TO EACH PARENT COMPANY,
(A)
ALL PATENT RIGHTS CONTROLLED BY SUCH PARENT COMPANY ON THE
EFFECTIVE DATE AND LISTED ON EXHIBIT B HERETO, AND
(B)
ALL PATENT RIGHTS CONTROLLED BY SUCH PARENT COMPANY DURING THE
TERM OF THE REGULUS LICENSE AGREEMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
THEREIN) THAT CLAIM
17
(I)
MIRNA COMPOUNDS OR MIRNA THERAPEUTICS IN GENERAL,
(II)
SPECIFIC MIRNA COMPOUNDS OR MIRNA THERAPEUTICS,
(III)
[***] OF MIRNA COMPOUNDS OR MIRNA THERAPEUTICS,
(IV)
[***] BY WHICH A MIRNA ANTAGONIST DIRECTLY PREVENTS THE PRODUCTION
OF THE SPECIFIC MIRNA, OR
(V)
[***], BY MODULATING ONE OR MORE MIRNAS;
provided, however, that in each case of (a) and (b), (x) for any such Patent
Rights that include [***] (as defined in the Regulus License Agreement), the
provisions of Section 2.4 of the Regulus License Agreement will govern whether,
with respect to a Patent Right licensed under an Optional In-License (as defined
in the Regulus License Agreement) or as an Additional Right (as defined in the
Regulus License Agreement), such Patent Right will be included as a Parent
Company Patents, and (y) Parent Company Patents do not include [***]).
1.121
"PARTY" OR "PARTIES" SHALL HAVE THE MEANING ASSIGNED TO SUCH TERM IN THE
RECITALS.
1.122
"PATENT COSTS" SHALL MEAN THE REASONABLE FEES AND EXPENSES PAID TO [***]
AND [***] AND OTHER REASONABLE [***]EXPENSES PAID TO[***] INCURRED IN CONNECTION
WITH THE PROSECUTION AND MAINTENANCE OF PATENT RIGHTS.
1.123
"PATENT RIGHTS" SHALL MEAN (A) PATENT APPLICATIONS (INCLUDING PROVISIONAL
APPLICATIONS AND FOR CERTIFICATES OF INVENTION), (B) ANY PATENTS ISSUING FROM
SUCH PATENT APPLICATIONS (INCLUDING CERTIFICATES OF INVENTION), (C) ALL PATENTS
AND PATENT APPLICATIONS BASED ON, CORRESPONDING TO, OR CLAIMING THE PRIORITY
DATE(S) OF ANY OF THE FOREGOING, AND (C) ANY SUBSTITUTIONS, EXTENSIONS
(INCLUDING SUPPLEMENTAL PROTECTION CERTIFICATES), REGISTRATIONS, CONFIRMATIONS,
REISSUES, DIVISIONALS, CONTINUATIONS, CONTINUATIONS-IN-PART, RE-EXAMINATIONS,
RENEWALS AND FOREIGN COUNTERPARTS THEREOF.
1.124
"PAYEE" SHALL MEAN THE PARTY TO WHOM MILESTONE PAYMENTS OR ROYALTIES ARE
PAYABLE HEREUNDER.
1.125
"PAYOR" SHALL MEAN THE COMMERCIALIZING PARTY AND, WITH RESPECT TO
MILESTONE PAYMENTS, GSK.
1.126
"PENDING CLAIM" SHALL HAVE THE MEANING ASSIGNED TO SUCH TERM IN
SECTION 6.6.2.
1.127
"PERMITTED LICENSES" SHALL MEAN A LICENSE GRANTED BY A PARENT COMPANY TO
A THIRD PARTY TO ENABLE SUCH THIRD PARTY TO [***] BUT NOT TO ENGAGE IN ANY
[***], WHERE SUCH THIRD PARTY IS PRIMARILY ENGAGED IN [***] AND IS NOT ENGAGED
IN ANY [***] ACTIVITIES WITH RESPECT TO ANY
18
COLLABORATION TARGETS.
AS USED IN THIS DEFINITION, THE TERM "DRUG" INCLUDES, IN
ADDITION TO [***] AND OTHER [***].
1.128
"PERSON" SHALL MEAN ANY CORPORATION, LIMITED OR GENERAL PARTNERSHIP,
LIMITED