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Biotech / Medical : Cambridge Antibody Technology Group -- Ignore unavailable to you. Want to Upgrade?

To: nigel bates who wrote (343)	3/15/2003 6:58:37 PM
From: nigel bates	Respond to of 625

Schedule 1.15 Certain Library License Provisions 1.1.10 "CAT Background IP Third Party Improvements" - shall mean any Materials and Know How which constitute improvements of, enhancements to or modifications of the CAT Background IP and: 1.1.10.1 which are conceived, originated or reduced to practice by Third Party licensees of CAT (other than a XOMA Collaborator or XOMA licensee) of the CAT Background IP; and 1.1.10.2 which come into the Control of CAT during the term of [the Library License] pursuant to agreements between CAT and such Third Parties; and 1.1.10.3 for which no consideration was payable by CAT to such Third Parties pursuant to such agreements; and 1.1.10.4 which CAT has the right to license to XOMA hereunder. 1.1.13 "CAT Background Patent Rights" - shall mean the Patent Rights more particularly set out in Schedule 1 relating to the CAT Library and its use together with any Patent Rights which become Controlled by CAT after the Effective Date which relate to the CAT Library or its use. For the avoidance of doubt, CAT Background Patent Rights do not and shall not include (i) the CAT Diabodies Patent Rights, (ii) any Patent Rights acquired by or licensed to CAT after the Effective Date for which the consideration paid by CAT exceeds one hundred thousand US dollars (US$100,000), or equivalent in the case of non-cash consideration and (iii) the practice of the CAT Background Patent Rights within the fields licensed to Third Parties pursuant to the agreements set out in Schedule 7 (the "Additional Excluded Fields") for as long as such Additional Excluded Fields are exclusively licensed to such Third Parties pursuant to those agreements. 7.9 Nothing in this Agreement shall confer any right upon XOMA and XOMA shall not exercise or use the CAT IP in the commercial sale or sublicense of single variable domains (heavy or light) of Antibodies. To aid in understanding the foregoing, the following additional definitions from the Library License are provided: 1.1.8 "CAT Background IP" - shall mean the CAT Background Materials, CAT Background Know How, CAT Background Patent Rights and the CAT Library. 1.1.11 "CAT Background Know How" - shall mean (a) all of the Know How Controlled by CAT at the Effective Date which relates to the CAT Library and its use and (b) any Know How which relates to any improved version of the CAT Library made available to XOMA by CAT during the term of the Library Licence [as defined in the Library License] as set forth in Clause 4.2 [of the Library License]. 1.1.12 "CAT Background Materials" - shall mean (a) the Materials (including without limitation cloning and expression vectors, polynucleotides and phagemid vectors) comprising or relating to the CAT Library at the Effective Date and (b) the Materials (including without limitation cloning and expression vectors, polynucleotides and phagemid vectors) comprising or relating to any improved version of the CAT Library made available to XOMA by CAT during the term of the Library Licence [as defined in the Library License] as set forth in Clause 4.2 [of the Library License]...