USE IN THE COLLABORATION OR
THE CORRESPONDING TARGETS FOR SUCH ASSAYS), (II) ALL PATENTS AND PATENT
APPLICATIONS CLAIMING ANY INVENTION OR DISCOVERY MADE BY OR BEHALF OF SCHERING
OR ITS AFFILIATES, OTHER THAN IN PERFORMANCE OF THE COLLABORATION, IN CONNECTION
WITH THE DISCOVERY AND/OR DEVELOPMENT OF ANY AGREEMENT COMPOUNDS AND/OR SCHERING
COMPOUNDS, AND/OR THE DEVELOPMENT AND COMMERCIALIZATION OF ANY AGREEMENT
PRODUCT, AND (III) ANY DIVISIONS, CONTINUATIONS, CONTINUATIONS-IN-PART,
REISSUES, REEXAMINATIONS, EXTENSIONS OR OTHER GOVERNMENTAL ACTIONS WHICH EXTEND
ANY OF THE SUBJECT MATTER OF THE PATENT APPLICATIONS OR PATENTS IN (I) OR (II)
ABOVE, AND ANY SUBSTITUTIONS, CONFIRMATIONS, REGISTRATIONS, REVALIDATIONS, OR
ADDITIONS OF ANY OF THE FOREGOING.
1.36.2
"SCHERING KNOW-HOW" SHALL MEAN ALL IDEAS, INVENTIONS,
DATA, KNOW-HOW, INSTRUCTIONS, PROCESSES, FORMULAS, MATERIALS, EXPERT OPINION AND
INFORMATION, INCLUDING, WITHOUT LIMITATION, BIOLOGICAL, CHEMICAL,
PHARMACOLOGICAL, TOXICOLOGICAL, PHARMACEUTICAL, PHYSICAL AND ANALYTICAL,
CLINICAL, SAFETY, MANUFACTURING AND QUALITY CONTROL DATA AND INFORMATION (EXCEPT
FOR ANY OF THE ABOVE ARISING IN PERFORMANCE OF THE COLLABORATION) OWNED OR
CONTROLLED IN WHOLE OR PART BY SCHERING BY LICENSE, ASSIGNMENT OR OTHERWISE,
WHICH IS NECESSARY FOR THE DISCOVERY, DEVELOPMENT, MANUFACTURE, USE, SALE OR
COMMERCIALIZATION OF AGREEMENT PRODUCTS, IN EACH CASE, TO THE EXTENT SCHERING
5
HAS THE RIGHT TO LICENSE OR SUBLICENSE THE SAME, AND SUBJECT TO ANY LIMITATIONS
AND PROHIBITIONS OF SUCH LICENSE OR SUBLICENSE; PROVIDED, HOWEVER, THAT SCHERING
KNOW-HOW DOES NOT INCLUDE SCHERING PATENT RIGHTS.
1.36.3
"SCHERING IMPROVEMENTS" SHALL MEAN ALL PATENTABLE
INVENTIONS CONCEIVED AND REDUCED TO PRACTICE SOLELY OR JOINTLY BY SCHERING OR
PHARMACOPEIA IN THE CONDUCT OF THE COLLABORATION THAT ARE WITHIN THE SCOPE OF
THE CLAIMS OF ANY ISSUED PATENT WITHIN THE SCHERING 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.
1.37
"SCREENING PROGRAM" SHALL MEAN A PROGRAM TO
SCREEN PHARMACOPEIA'S INTERNAL COMPOUND LIBRARIES FOR ACTIVITY AGAINST ONE OR
MORE SCREENING TARGETS FOR THE PURPOSE OF IDENTIFYING HITS.
1.38
"SCREENING TARGET" SHALL MEAN A TARGET AGREED TO
BY THE PARTIES PURSUANT TO SECTION 2.1.2.
1.39
"SUBLICENSEE" SHALL MEAN WITH RESPECT TO A
PARTICULAR AGREEMENT PRODUCT, A THIRD PARTY TO WHOM SCHERING HAS GRANTED A
SUBLICENSE UNDER THE APPLICABLE PHARMACOPEIA TECHNOLOGY, SCHERING TECHNOLOGY OR
COLLABORATION TECHNOLOGY TO MAKE, USE AND/OR SELL SUCH AGREEMENT PRODUCT.
AS
USED IN THIS AGREEMENT, IT IS UNDERSTOOD THAT "SUBLICENSEE" SHALL ALSO INCLUDE A
THIRD PARTY OR THIRD PARTIES TO WHOM SCHERING HAS GRANTED THE RIGHT TO
DISTRIBUTE SUCH AGREEMENT PRODUCT, PROVIDED THAT SUCH THIRD PARTY OR PARTIES HAS
(HAVE) THE PRIMARY RESPONSIBILITY FOR MARKETING AND PROMOTION AT ITS (THEIR)
EXPENSE OF SUCH AGREEMENT PRODUCT WITHIN THE FIELD OR TERRITORY FOR WHICH SUCH
DISTRIBUTION RIGHTS ARE GRANTED, WHICH MARKETING AND PROMOTIONAL ACTIVITIES ARE
NOT SUBSIDIZED DIRECTLY OR INDIRECTLY BY SCHERING.
1.40
"TARGET" SHALL MEAN A BIOMOLECULAR ENTITY
(INCLUDING, WITHOUT LIMITATION, RECEPTORS, ENZYMES, NUCLEIC ACIDS AND PROTEINS,
AND/OR FRAGMENTS THEREOF) THAT A SMALL MOLECULE IS SCREENED AGAINST IN ORDER TO
DETERMINE WHETHER THE SMALL MOLECULE DEMONSTRATES A SPECIFIC BIOCHEMICAL OR
PHARMACEUTICAL EFFECT.
1.41
"TERRITORY" SHALL MEAN THE UNITED