BIOLOGICAL, CHEMICAL, PHYSICAL
AND ANALYTICAL DATA AND INFORMATION, EXISTING AS OF THE EFFECTIVE DATE, OWNED OR
CONTROLLED IN WHOLE OR PART BY
4
PHARMACOPEIA BY LICENSE, ASSIGNMENT OR OTHERWISE, WHICH IS NECESSARY FOR THE
DISCOVERY, DEVELOPMENT, MANUFACTURE OR USE OF LEAD COMPOUNDS BASED ON HITS
(AND/OR ANY OTHER HITS FROM THE SAME SCREENING PROGRAM AS SUCH LEAD COMPOUND) OR
CORRESPONDING DERIVATIVE COMPOUNDS AND/OR THE DISCOVERY, DEVELOPMENT,
MANUFACTURE, USE, SALE OR COMMERCIALIZATION OF CORRESPONDING AGREEMENT PRODUCTS,
IN EACH CASE, TO THE EXTENT PHARMACOPEIA HAS THE RIGHT TO LICENSE OR SUBLICENSE
THE SAME, AND SUBJECT TO ANY LIMITATIONS AND PROHIBITIONS OF SUCH LICENSE OR
SUBLICENSE.
1.31.3
"PHARMACOPEIA IMPROVEMENTS" SHALL MEAN ALL PATENTABLE
INVENTIONS CONCEIVED AND REDUCED TO PRACTICE, SOLELY OR JOINTLY, BY PHARMACOPEIA
OR SCHERING IN THE CONDUCT OF THE COLLABORATION THAT ARE WITHIN THE SCOPE OF A
CLAIM OF AN ISSUED PATENT WITHIN THE EXISTING PHARMACOPEIA PATENT RIGHTS
(I) WHICH PATENT ISSUED PRIOR TO THE EFFECTIVE DATE OR (II) WHICH CLAIM HAS AN
EFFECTIVE FILING DATE PRIOR TO THE EFFECTIVE DATE; PROVIDED, HOWEVER, THAT
PHARMACOPEIA IMPROVEMENTS SHALL NOT INCLUDE PHARMACOPEIA INDEPENDENT TECHNOLOGY
(AS DEFINED IN SECTION 2.10.1).
1.32
"PHASE III" SHALL MEAN PHASE III CLINICAL TRIALS
AS PRESCRIBED BY APPLICABLE FDA REGULATIONS, REGARDLESS OF WHETHER SUCH TRIALS
ARE CONDUCTED IN THE UNITED STATES OR ELSEWHERE.
1.33
"REGULATORY APPROVAL" SHALL MEAN ANY APPLICATIONS
OR APPROVALS, INCLUDING ANY INDS, NDAS, SUPPLEMENTS, AMENDMENTS, PRE- AND
POST-APPROVALS, MARKETING AUTHORIZATIONS BASED UPON SUCH APPROVALS (INCLUDING
ANY PREREQUISITE MANUFACTURING APPROVALS OR AUTHORIZATIONS RELATED THERETO) AND
LABELING APPROVAL(S), TECHNICAL, MEDICAL AND SCIENTIFIC LICENSES, REGISTRATIONS
OR AUTHORIZATIONS OF ANY NATIONAL, REGIONAL, STATE OR LOCAL REGULATORY AGENCY,
DEPARTMENT, BUREAU, COMMISSION, COUNCIL OR OTHER GOVERNMENTAL ENTITY, NECESSARY
FOR THE MANUFACTURE, DISTRIBUTION, USE, IMPORT, EXPORT OR SALE OF AGREEMENT
PRODUCT(S) IN THE TERRITORY.
1.34
"SCHERING COMPOUND" SHALL MEAN A COMPOUND WHICH
IS INDEPENDENTLY DISCOVERED BY OR ON BEHALF OF SCHERING, WITHOUT THE USE OF
COLLABORATION TECHNOLOGY OR PHARMACOPEIA TECHNOLOGY AS DEMONSTRATED BY
DOCUMENTED EVIDENCE CREATED AT THE TIME OF SUCH DISCOVERY, AND WHICH IS ACTIVE
AGAINST A SPECIFIC TARGET.
1.35
"SCHERING DERIVATIVE" SHALL MEAN ANY COMPOUND
DERIVED BY SCHERING DURING THE TERM OF THE COLLABORATION OR FOR A PERIOD OF *
AFTER THE EXPIRATION OR EARLIER TERMINATION OF THE COLLABORATION, IN EACH CASE
FROM ANY DERIVATIVE COMPOUND(S) OR FROM A LEAD COMPOUND WHICH IS A HIT, AND
HAVING AS ITS PRIMARY MODE OF ACTION *.
AS USED HEREIN, A COMPOUND SHALL BE
DEEMED TO HAVE BEEN "DERIVED FROM" SUCH A LEAD COMPOUND OR A DERIVATIVE COMPOUND
IF IT *
1.36
"SCHERING TECHNOLOGY" SHALL MEAN SCHERING PATENT
RIGHTS, SCHERING KNOW-HOW AND SCHERING IMPROVEMENTS.
1.36.1
"SCHERING PATENT RIGHTS" SHALL MEAN (I) ALL EXISTING
PATENTS AND PATENT APPLICATIONS OWNED OR CONTROLLED IN WHOLE OR IN PART BY
SCHERING OR ITS AFFILIATES AS OF THE EFFECTIVE DATE (INCLUDING, WITHOUT
LIMITATION, THOSE WHICH CLAIM THE SYNTHESIS OR COMPOSITION OF MATTER OF A LEAD
COMPOUND OR DERIVATIVE COMPOUND, OR THE METHOD OF USE THEREOF, OR WHICH RELATE
TO ANY TARGET OR ANY ASSAY PROVIDED BY SCHERING FOR