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.
4
1.30.3
"PHARMACOPEIA IMPROVEMENTS" SHALL MEAN ALL PATENTABLE
INVENTIONS CONCEIVED AND REDUCED TO PRACTICE, SOLELY OR JOINTLY, BY PHARMACOPEIA
OR SPL 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).
1.31
"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.
1.32
"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.
1.33
"SCHERING COMPOUND" SHALL MEAN A COMPOUND WHICH
IS INDEPENDENTLY DISCOVERED BY OR ON BEHALF OF SPL, 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.
1.34
"SCHERING DERIVATIVE" SHALL MEAN ANY COMPOUND
DERIVED BY SPL DURING THE TERM OF THE COLLABORATION OR FOR A PERIOD OF * 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*.
1.35
"SCHERING TECHNOLOGY" SHALL MEAN SCHERING PATENT
RIGHTS, SCHERING KNOW-HOW AND SCHERING IMPROVEMENTS.
1.35.1
"SCHERING PATENT RIGHTS" SHALL MEAN (I) ALL EXISTING
PATENTS AND PATENT APPLICATIONS OWNED OR CONTROLLED IN WHOLE OR IN PART BY SPL
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 SPL FOR 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 SPL OR ITS AFFILIATES, OTHER THAN IN
PERFORMANCE OF THE COLLABORATION, IN CONNECTION