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S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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1.3          “AAA” shall have the meaning assigned thereto in Section 15.7.

 

1.4          “Acquiring Entity” shall have the meaning assigned thereto in Section 14.5(a).

 

1.5          “Affiliate” means any Person that, directly or indirectly, controls, is controlled by or is under common control with a Party for so long as such control exists, where “control” means the decision-making authority as to such Person and, further, where such control shall be presumed to exist where a Person owns more than fifty percent (50%) of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) entitled to vote regarding composition of the board of directors or other body entitled to direct the affairs of the entity.

 

1.6          “Annual Net Sales” shall have the meaning assigned thereto in Section 9.6.

 

1.7          “Assignment Date” shall have the meaning assigned thereto in Section 13.1.2.

 

1.8          “Bankruptcy Code” shall have the meaning assigned thereto in Section 14.7.

 

1.9          “BI” means Boehringer Ingelheim International GmbH.

 

1.10        “BI Compound” means a compound that (i) is an 11β HSD-1 Inhibitor, and (ii) (a) was discovered by the BI Group on or before the Effective Date, or (b) is within the scope of the BI Group’s plans of structural variation for lead optimization as of the Effective Date, or (c) is in-licensed by the BI Group during the Research Term.  BI Compounds discovered by the BI Group on or before the Effective Date are set forth in Exhibit 5.  BI shall promptly update Exhibit 5 for any 11β HSD-1 Inhibitors in-licensed or otherwise acquired by the BI Group during the Research Term.

 

1.11        “BI Group” means, collectively, BI and its Affiliates.

 

1.12        “BI Intellectual Property” means collectively BI Know-How and BI Patents.

 

1.13        “BI Know-How” means all information regarding Products or 11β HSD-1 Inhibitors, but excluding BI Life-Cycle Know-How, necessary for or relevant to, or useful for, Vitae’s performance of its obligations or exercise of its rights under this Agreement, including, but not limited to, all data and records relating to Products and/or 11β HSD-1 Inhibitors, and which are or become in BI’s or any of its Affiliates’ possession or control or are or become owned by, or otherwise may be licensed to, BI or any of its Affiliates.

 

****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

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