definiens: will mean each successive twelve mo nth period commencing on January 1 and ending on December 31 for so long as the Agreem ent is in effect . means any of the following events : ( i ) the acquisit ion by any Person or group, other than a Person or group controlling such Party as of the Ef fective Date, of ( as defined in Rule 13d-3 under the United States Secur ities Exchange Act of 1934, as amended ), directly or indirectly, of fifty percent ( 50 % ) or m ore of the shares of such Party ’s capital stock the holders of which have general voting power unde r ordinary circumstances to elect at least a majority of such Party ’s Board of Directors or eq uivalent body ( the ) ( the ) ; ( ii ) the first day of which l ess than two - thirds of the total membership of such Party ’s Board of Directors will be Continui ng Directors ( as such term is defined below ) ; ( iii ) the approval by the shareholders of s uch Party of a merger, share exchange, reorganization, consolidation or similar transactio n of such Party ( a ), other than a Transaction which would result in the Voting Stoc k of such Party outstanding immediately prior thereto continuing to represent ( either by re maining outstanding or by being converted into voting securities of the surviving entity ) mor e than fifty percent ( 50 % ) of the Voting Stock of such Party or such surviving entity immedi ately after such Transaction ; or ( iv ) approval by the shareholders of such Party of a com plete liquidation of such Party or a sale or disposition of all or substantially all of the asse ts of such Party . For purposes of this 1.1 - 1 definition, means individual s serving as of the Second Restatement Date hereof on such Party ’s Board of Directors and any individuals elected after the date hereof whose election or nomination was approved by at least a majority of the Continuing Directors serving at the time . means, in the case of Product, a compulsory license under the a Party ’s technology o btained by a Third Party through the order, decree or grant of a governmental authority having competent jurisdiction, authorizing such Third Party to manufacture, use, sell, offer f or sale or import such Product in a particular country . means any and a ll inventions, know - any, and data and will include, without limitation, information relat ing to research and development plans, experiments, results and plans, compounds, therapeu tic leads, candidates and products, clinical and preclinical data, trade secrets and ma nufacturing, marketing, financial, regulatory, personnel and other business information and plans, all scientific, clinical, regulatory, marketing, financial and commercial information or data, all whether communicated in writing, orally or by any other means, and which is provided by one Party to the other Party in connection with this Agreement . Confidential Inform ation will not include information that : ( a ) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by written r ecords ; ( b ) is properly in the public domain through no fault of the receiving Party ; ( c ) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and i s not under an obligation of confidentiality to the disclosing Party ; or ( d ) is developed by the receiving Party independently of Confidential Information received from the other Party, as documented by written records . or means wi th respect to any intellectual property right, that the Party owns or has a license to such intellectual property right and has the ability to grant access, a license, or a sublicense to such intellectual property right to the other Party as provided for in this Agreement without violating an agreement with, or infringing any rights of, a Third Party as of the time the Party w ould be first required under this Agreement to grant the other Party such access, license or su blicense . ( including variations thereof such as,, and ) means that the manufacture, use, import, offer for sale or sale of a Product would i nfringe a Valid Claim ; provided, with respect to a process or manufacturing patent, that such a Valid Claim therein effectively precludes a Third Party from manufacturing, using, importing, offering for sale, or selling such Product . The determination of whether a Produc t is Covered by a particular Valid Claim will be made on a country - by - country basis . A Valid Claim will be deemed to provide effective preclusion hereunder where ( i ) there is n o competing product being marketed or ( ii ) if a product is being marketed by a competitor, it infringes the Valid Claim ( including any period in which, and provided that, the Valid Claim is being litigated ) . 1.1 - 2 or means the consumer price ind ex for all urban consumer series ID CUUR0000SAO as published from time to time by the U S Bureau of Labor Statistics, where the CPI for June, 2001 was 178 . ha s the meaning ascribed to it in the preamble . means eukaryotic initiation fact or-4E ( Entrez Gene ID : 1977 ) . means [ * * * ] of the [ * * * ] that are [ * * * ] e IF-4E [ * * * ] eIF-4E [ * * * ] . means the United States Food and Drug Administration or a ny successor agency having the administrative authority to regulate the approval f or marketing of new human pharmaceutical or biological therapeutic products in the United St ates . means with respect to any Product the first sale to a Third Pa rty by [COMPANY], its Affiliates or Sublicensees