AGENCY, DEPARTMENT, BUREAU OR OTHER
GOVERNMENTAL ENTITY NECESSARY FOR THE MANUFACTURE, USE, STORAGE, IMPORTATION,
EXPORT, TRANSPORT OR SALE BY A PARTY OF A LICENSED PRODUCT IN A REGULATORY
JURISDICTION.
1.42
"RESEARCH PLAN(S)" MEANS THE WRITTEN PLAN(S) AND
DESCRIPTION(S) OF
EACH RESEARCH PROJECT TO BE CONDUCTED UNDER THIS AGREEMENT,
AS TO BE DETERMINED BY THE RSC.
1.43
"RESEARCH PROGRAM" MEANS THE COLLABORATIVE
RESEARCH
PROGRAM TO BE CONDUCTED PURSUANT TO THIS AGREEMENT AS REFLECTED IN THE
RESEARCH PLAN(S), FOCUSING INITIALLY IN THE FOLLOWING THREE AREAS; (A)
INFLAMMATION (INCLUDING PLAQUE) IMAGING WITH MAGNETIC RESONANCE IMAGING CONTRAST
MEDIA (INCLUDING GADOFLUORINES), (B) CARDIAC PERFUSION IMAGING, AND (C)
HIGH-SENSITIVITY MAGNETIC RESONANCE IMAGING CONTRAST MEDIA.
1.44
"RESEARCH PROGRAM TERM" HAS THE MEANING SET FORTH
IN SECTION 2.1.
7
1.45
"RESEARCH STEERING COMMITTEE" OR "RSC" MEANS THE
COMMITTEE OF EPIX AND SCHERING REPRESENTATIVES ESTABLISHED PURSUANT TO
SECTION 5.1 HEREOF TO ADMINISTER THE AFFAIRS OF THE COLLABORATION.
1.46
"SCHERING BACKGROUND TECHNOLOGY" MEANS
COLLECTIVELY ALL SCHERING PATENT RIGHTS AND SCHERING KNOW-HOW.
1.47
"SCHERING KNOW-HOW" MEANS ALL KNOW-HOW USEFUL IN
THE FIELD THAT IS: (A) CONTROLLED BY SCHERING IMMEDIATELY PRIOR TO THE EFFECTIVE
DATE, OR (B) DEVELOPED OR CONCEIVED BY SCHERING ON OR AFTER THE EFFECTIVE DATE
IN THE CONDUCT OF ACTIVITIES OUTSIDE OF THE RESEARCH PROGRAM.
1.48
"SCHERING OPTION" HAS THE MEANING SET FORTH IN
SECTION 4.1.
1.49
"SCHERING PATENT RIGHTS" MEANS THE PATENT RIGHTS,
CONTROLLED BY SCHERING AND HAVING CLAIMS COVERING SCHERING KNOW-HOW, WHICH ARE
ALREADY IN EXISTENCE PRIOR TO THE EFFECTIVE DATE, AS IDENTIFIED ON EXHIBIT 1.49
HERETO OR FILED THEREAFTER.
1.50
"SUBLICENSE INCOME" MEANS ALL PAYMENTS RECEIVED
BY A PARTY FROM A SUBLICENSEE IN CONNECTION WITH THE GRANT OF A SUBLICENSE UNDER
A DEVELOPMENT AND A COMMERCIAL LICENSE IN ACCORDANCE WITH SECTION 4.4
OR
SECTION 7.2, INCLUDING WITHOUT LIMITATION, ROYALTIES, UP-FRONTS, TECHNOLOGY
ACCESS FEES, MILESTONES AND FIFTY PERCENT (50%) OF THE PREMIUM OVER FAIR MARKET
VALUE PAID TO SUCH PARTY
IN CONNECTION WITH
THE ISSUANCE OF SECURITIES OF SUCH
PARTY WHERE FAIR MARKET VALUE IS BASED ON THE NUMBER OF SECURITIES ISSUED
MULTIPLIED BY THE AVERAGE CLOSING PRICE OF THE STOCK AS QUOTED ON THE STOCK
EXCHANGE (NASDAQ OR DEUTSCHE BOERSE XETRA, RESPECTIVELY), SUCH AVERAGE BASED ON
A TWENTY (20) BUSINESS DAY PERIOD, BUT EXCLUDING (A) PAYMENTS MADE TO SUPPORT OR
FUND RESEARCH AND DEVELOPMENT ACTIVITIES AND (C) PAYMENTS MADE FOR OTHER RIGHTS
OR TANGIBLE PROPERTY TO THE EXTENT NOT IN EXCESS OF THE FAIR MARKET VALUE OF
SUCH OTHER RIGHTS OR TANGIBLE PROPERTY.
1.51
"TERM" HAS THE MEANING SET FORTH IN SECTION 8.1.
1.52
"TERRITORY" MEANS ALL COUNTRIES OF THE WORLD.
1.53
"THIRD PARTY" MEANS ANY PERSON OR ENTITY OTHER
THAN SCHERING AND EPIX AND THEIR RESPECTIVE AFFILIATES.
2.
RESEARCH PROGRAM
2.1
OBJECTIVES OF THE RESEARCH PROGRAM; TERM;
EXCLUSIVITY.
THE OBJECTIVES OF THE RESEARCH PROGRAM SHALL BE THE DISCOVERY AND
OPTIMIZATION OF COMPOUNDS THAT MAY BECOME LICENSED PRODUCTS AND JOINT TECHNOLOGY
THAT IS USEFUL IN THE FIELD.
THE RESEARCH PROGRAM SHALL COMMENCE ON THE
EFFECTIVE DATE AND SHALL CONTINUE FOR A PERIOD OF THREE (3)