mean a Kirin Antigen Exclusive
Commercial License, a Kirin Antigen Semi-Exclusive Commercial License, or a
Kirin Antigen Non-Exclusive Commercial License, as the case may be.
1.113
"Kirin Commercial Target" shall mean a Kirin Exclusive Commercial
Target, a Kirin Semi-Exclusive Commercial Target, or a Kirin Non-Exclusive
Commercial Target, as the case may be.
1.114
"Kirin Designated Exchange Rate" shall mean the Telegram Transfer
Sell or TTS exchange rate published by the Bank of Tokyo-Mitsubishi Ltd., or, if
not so available, as otherwise mutually agreed by the Parties in writing.
1.115
"Kirin Evaluation License" shall mean the license granted to Kirin
by Medarex in Section 8.2.2 hereof.
1.116
"Kirin Exclusive Commercial Target" shall mean an Antigen with
respect to which Kirin exercises its rights under a Kirin Antigen Exclusive
Commercial License pursuant to and in accordance with Section 4.3.2,
4.3.3(d)(i), 4.3.3(e)(i) or 4.3.4 hereof; provided, however, that any such
Antigen shall cease to be a Kirin Exclusive Commercial Target upon the
expiration or termination of the Kirin Antigen Exclusive Commercial License
granted with respect to such Antigen.
1.117
"Kirin Improvement" shall mean any Improvement Controlled by
Kirin, but excluding any Improvements for which the Patent Rights or other
intellectual property rights are in-licensed by Kirin from a Third Party after
the Effective Date.
1.118
"Kirin In-House Project" shall mean a research, development
and/or commercialization project that involves the use of Medarex Mice, Kirin
Mice, and/or KM-Mice, and/or a grant of rights (including, without limitation, a
license or sublicense) under the Medarex Technology, Kirin Technology, and/or KM
Patent Rights, to Exploit and/or have Exploited Antibodies originally obtained,
isolated, identified or derived from such mice (and/or Antibody Materials
related thereto and/or Antibody Products containing such Antibodies) and as to
which (a) substantially all of the research or development effort will come from
Kirin's (and/or its Affiliate's) internal research or development assets and
Kirin (and/or a Kirin Affiliate) retains Substantial Commercialization Rights
with respect to the Antibody Product(s) resulting from such project; (b) Kirin
(and/or a Kirin Affiliate(s), as permitted under Section 8.5.3 hereof) has
entered into a written collaborative research, development and/or
commercialization agreement with one or more Kirin Affiliate(s) or Third
Party(ies) with respect to the Exploitation of the Antibody
[*]=Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
-14-
Product(s) resulting from such project in exchange for Kirin (and/or a Kirin
Affiliate) receiving Substantial Commercialization Rights thereto; or (c) Kirin
(and/or a Kirin Affiliate(s), as permitted under Section 8.5.3 hereof) has
entered into a material transfer or other technology evaluation agreement with
one or more Kirin Affiliate(s) or Third Party(ies) (other than an agreement that
grants to such Kirin Affiliate(s) or Third Party(ies) a sublicense under a
License granted by Medarex to Kirin pursuant to this Agreement) for the purpose
of determining whether Kirin (and/or a Kirin Affiliate(s)) and such Kirin
Affiliate(s) or Third Party(ies)