IN [*****]; AND (D) FINISHED PRODUCT SUPPLIED TO DYAX FOR [*****].
IN THE EVENT THAT (I) EITHER PARTY IS NOT MANUFACTURING API BULK DRUG SUBSTANCE
OR FINISHED PRODUCT, AS THE CASE MAY BE, BUT A RELATED PARTY OF SUCH PARTY IS
ACTING ON BEHALF OF SUCH PARTY, OR AN OTHER RELATED DYAX LICENSEE IS ACTING ON
BEHALF OF DYAX, UNDER ARTICLE VI HEREOF TO MANUFACTURE AND SUPPLY API BULK DRUG
SUBSTANCE OR FINISHED PRODUCT, AS THE CASE MAY BE, OR (II) EITHER PARTY HAS
GRANTED TO A RELATED PARTY ANY RIGHT OF SUCH PARTY TO OBTAIN SUPPLY OF API BULK
DRUG SUBSTANCE OR FINISHED PRODUCT, AS THE CASE MAY BE, FROM THE OTHER PARTY
PURSUANT TO, AND IN ACCORDANCE WITH, ARTICLE VI HEREOF, THEN ANY REFERENCE IN
THIS DEFINITION TO SUCH PARTY SHALL BE DEEMED TO BE A REFERENCE TO SUCH RELATED
PARTY OR SUCH OTHER RELATED DYAX LICENSEE, AS THE CASE MAY BE.
SECTION 1.67
"UNITED STATES".
UNITED STATES SHALL MEAN THE UNITED
STATES OF AMERICA AND ITS TERRITORIES AND POSSESSIONS.
SECTION 1.68
"VALID CLAIM".
VALID CLAIM SHALL MEAN A CLAIM (A) OF ANY
ISSUED, UNEXPIRED PATENT THAT HAS NOT BEEN REVOKED OR HELD UNENFORCEABLE OR
INVALID BY A DECISION OF A COURT OR GOVERNMENTAL AGENCY OF COMPETENT
JURISDICTION FROM WHICH NO APPEAL CAN BE TAKEN, OR WITH RESPECT TO WHICH AN
APPEAL IS NOT TAKEN WITHIN THE TIME ALLOWED FOR APPEAL, AND THAT HAS NOT BEEN
DISCLAIMED OR ADMITTED TO BE INVALID OR UNENFORCEABLE THROUGH REISSUE,
DISCLAIMER OR OTHERWISE OR (B) OF ANY PATENT APPLICATION THAT HAS NOT BEEN
CANCELLED, WITHDRAWN OR ABANDONED OR BEEN PENDING FOR [*****].
SECTION 1.69
ADDITIONAL DEFINITIONS.
EACH OF THE FOLLOWING
DEFINITIONS IS SET FORTH IN THE SECTION OF THIS AGREEMENT INDICATED BELOW:
Definition
Section
1974 Convention
13.1
AAA
12.3(a)
Agreement
Preamble
Alliance Manager
2.6
* Confidential Treatment Requested.
Omitted portions filed with the Commission.
9
Bankruptcy Code
11.2(e)
Breaching Party
11.2(b)
Challenging Party
11.2(d)
Collaborator
2.8
Competitive Infringement
8.4(a)
Confidential Information
9.1
Controlling Party
8.3(a)
Core Development Plan
4.2(a)
Core Dyax Patent Rights
8.3(a)
Dyax
Preamble
Dyax Indemnified Party
10.10(a)
Dyax Sole Inventions
8.2(a)
Dyax Supply Agreement
6.3(a)
Effective Date
Preamble
EU Commercialization Opportunity
3.1(f)
Existing Dyax Patent Rights
10.7(b)
Fovea
Preamble
Fovea-Assigned Intellectual Property
8.1
Fovea-Assigned Patent Rights
10.8(a)
Fovea Indemnified Party
10.10(b)
Fovea Sole Inventions
8.2(a)
Fovea Supply Agreement
6.3(a)
Fovea Trademarks
8.8(b)
Global Trademarks
8.8(b)
Indemnified Party
10.10(c)(i)
Indemnifying Party
10.10(c)(i)
Initial Enforcement Rights Party
8.4(c)
Initial Finished Product
2.8
Initial Notice
3.1(f)
Joint Inventions
8.2(b)
JSC
2.1(a)
Losses
10.10(a)
Non-Breaching Party
11.2(b)
Prosecuting Party
8.3(d)
[*****]
1.54
Royalty Term
7.1(d)
[*****]
4.2(a)
Promotional Materials
5.3
Research and Option Agreement
Introduction
Secondary Enforcement Rights Party
8.4(c)
Severed Clause
13.3
Sole Inventions
8.2(a)
Specifications
Exhibit E
Supplemental Development Plan
4.2(a)
Supply Agreement
6.3(a)
* Confidential Treatment Requested.
Omitted portions filed with the Commission.
10
Technology
2.8
Term
11.1
Third Party Collaboration Agreements
2.8
Working Group
2.2
ARTICLE II
MANAGEMENT OF AGREEMENT ACTIVITIES
SECTION 2.1
JOINT STEERING