definiens: has the meaning ascribed to that term in the Canada Business Corporations Act ( Canada ) ; ( 2 ) means this amended and restated license agreement, together with any further amendments to or restatements of this amended and restated license agreement ; ( 3 ) means all information of a confidential nature of [COMPANY] or any of its Affiliates including, without limiting the generality of the foregoing, all biological material, plant, animal and human laboratory and clinical data, technical infonnation, Know - How, inventions, techniques, processes, systems, fonnulae, results of experimentation, designs, statistics and records ; ( 4 ) means the induction of anti - idiotype and/or cellular immune response by administration of a formulation containing an antibody, antibody fragment or antibody derivative for the treatment or prevention of disease . Without limiting the generality of the foregoing, Anti - Idiotype Applications specifically includes the administration of the B43 Antibody for therapeutic or prophylactic purposes ; ( 5 ) means the murine antibody MAb B43.13 ; ( 6 ) means Biomira 's murine working hybridoma cell bank B43.13 of the murine hybridoma clone B43.13 such cell bank being produced at the Charles River Laboratories and used in the OVAREXTM program as of November 24,1995 ( the effective date of the Original Agreement ) ; ( 7 ) means all information 01 a confidential nature of Biomira or any of its Affiliates including, without limiting the generality of the foregoing, all Biomira Technology, biological material, plant, animal and human, laboratory and clinical data, technical infon : nation, Know - How inventions, techniques, 48 --_._-------processes, systems, formulae, results of experimentation, designs, statistics and records ; ( 8) means all Know - How, technical expertise, information, inventions and discoveries, whether patentable or not, and all copyrights, patents, trademarks, industrial designs, and other intellectual property rights or benefits made, authored, conceived, created, compiled or developed by or for, or acquired by Biomira or any of its Affiliates ; ( 9 ) means any and all Biomira Information or [COMPANY] Information, as the case may be, and any and all information of a confidential · nature relating to Biomira, [COMPANY], the relationship among the parties to this Agreement and the terms and subject matter of this Agreement ; ( 10 ) means, as of November 24, 1995 ( the effective date of the Original Agreement ), the experimental and clinical data and records of Biomira or Biomira Research, Inc. relating to the 843 Antibody, the B43 Working Cell Bank and the product OVAREXTM owned by Biomira or Biomira Research, Inc. ; ( 11 ) means December 1, 1995 ; ( 12 ) means, on a country - by - country basis, the first commercial sale of a Licensed Product in a country, excluding sales for clinical trial purposes ; ( 13 ) means the use of an antibody to target a photodynamic effector molecule to a cell whereby the effector molecule kills the cell ; ( 14 ) means the use of an antibody to target a radioactive effector molecule to a cell whereby the effector molecule kills the cell ; ( 15 ) means, with respectto [COMPANY] or Biomira as the case may be, all technical information, expertise, Know - How and information including without limitation all data, results of experiments, formulae, specifications, procedures, tests, compounds, cel / lines, cultures, constructs, effectors, development strains, micro - organisms, assay systems, assay protocol and assay supporting material, fermentation and purification material and techniques ; ( 16 ) means any product ( including without limitation OVAREXTM ) based, in whole or in part, on the Technology ( which defined term, for purposes of this definition, shall include the B43 Antibody and any derivative thereof ) ; ( 17 ) means Intemational Application PCT / IB96/00461 and any national stage application claiming priority thereof, and any continuations, divisiOllals, continuations - in - part thereof, and any foreign equivalents, and any patents issuing therefrom, including any reissues thereof ; 49 ( 18 ) means the aggregate of the gross amounts received from all sales, uses or other dispositions of Licensed Products by AltaR ex or any Sublicensee after deducting ( i ) customary trade, cash and quantity discounts actually allowed and taken, ( ii ) tariffs, duties, excises, sales tax or other taxes imposed upon and paid with respect to the production, sale, delivery or use of any product ( excluding income - based taxes ), and ( iii ) amounts actually paid or credited to unrelated purchasers in accordance with normal commercial practice by reason of ( A ) rejections, defects, recalls or returns, or ( B ) chargebacks, refunds, rebates or retroactive price reductions, and then crediting any refund of taxes deducted ( all as determined in accordance with Canadian generally accepted accounting principles applied on a consistent basis ) . In the event a Licensed Product is sold as part of a Combination Product ( as defined below ), the Net Sales Revenue from the Combination Product, for the purposes of determining royalty payments, shall be determined by multiplying the Net Sales Revenue of the Combination Product ( as defined in the foregoing Net Sales Revenue definition ), during the applicable royalty reporting period, by the fraction, NA+B, where A is the average sale price of the Licensed Product when sold separately in finished form in the country in which the Combination Product is sold and B is the average sale price of the other pharmaceutical product(s ) included in the Combination Product when sold separately in finished form in the country in which the Combination Product is sold, in each case during the applicable royalty reporting period or, if sales of both the Licensed Product and the other pharmaceutical product(s ) did not occur in such period, then in the most recent royalty reporting period in which sales of both occurred . In the event that such average sale price can not be determined for both the Licensed Product and all other pharmaceutical products(s ) included in the Combination Product, Net Sales Revenue for the purposes of determining royalty payments shall be calculated by multiplying the Net Sales Revenue of the Combination Product by the fraction of C / C+D where C is the fair market value of the Licensed Product in the country in which the Combination Product is sold and D is the fair market value of all other pharmaceutical product(s ) included in the Combination Product in the country in which the Combination Product is sold . In such event, [COMPANY] shall in good faith make a determination of the respective fair market values of the Licensed Product and all other pharmaceutical products included in the Combination Product, and shall notify Biomira of such determination and provide Biomira with data to support such determination . Biomira shall have the right to review such determination and supporting data, and to notify [COMPANY] if it disagrees with such determination . If Biomira does not agree with such determination, the parties shall attempt to reach agreement in good faith as to such respective fair market values .