CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
means with respect to any compound or product, any invention, discovery, development or modification of such compound or product
or relating to the Exploitation thereof, whether or not patented or patentable, including any enhancement in the efficiency, operation,
Manufacture, ingredients, preparation, presentation, formulation, means of delivery (including the development of any delivery
device or enhancement thereto) or dosage of such compound or product, any discovery or development of any new or expanded Indications
for such compound or product, or any discovery or development that improves the stability, safety or efficacy of such compound
means (i) an investigational new drug application filed with the FDA for authorization to commence clinical studies and its
equivalent in other countries or regulatory jurisdictions and (ii) all supplements and amendments that may be filed with
respect to the foregoing.
means any human disease or condition that can be treated, prevented, cured or the progression of which can be delayed.
means all technical, scientific and other know-how and information, trade secrets, knowledge, technology, means, methods, processes,
practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings,
assembly procedures, computer programs, apparatuses, specifications, data, results and other material, including: biological,
chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, pre-clinical, clinical, safety, manufacturing
and quality control data and information, including study designs and protocols, assays and biological methodology, in each case
(whether or not confidential, proprietary, patented or patentable) in written, electronic or any other form now known or hereafter
Event” means an event in which either Party (i) files for protection under bankruptcy or insolvency laws, including
a request for the postponement of the opening of bankruptcy proceedings (Antrag auf Konkursaufschub), (ii) makes an assignment
for the benefit of creditors, (iii) appoints or suffers appointment of a receiver or trustee over substantially all of its property
that is not discharged within thirty (30) days after such filing, (iv) proposes a written agreement of composition or extension
of its debts, (v) is declared bankrupt (Konkurs/faillite) or has been granted a moratorium (Nachlassstundung/sursis
concordataire) in each case not discharged within thirty (30) days, (vi) is over-indebted (überschuldet) within
the meaning of art. 725 para. 2 CO or (vii) is unable to pay its debts as they fall due (zahlungsunfähig) within the
meaning of art. 190 para. 1sub-para. 2 of the Swiss Federal Act on Debt Enforcement and Bankruptcy.
“Internal Compliance Codes” means
a Party’s internal policies and procedures intended to ensure that a Party complies with Applicable Law, Party Specific
Regulations, and such Party’s internal ethical, medical and similar standards.
Know-How” means all Information within the Joint Program IP, but excluding any Tau Patents and any such Information
to the extent covered or claimed by any published Joint Patents.