definiens: ( as used in the terms, and ) means either ( i ) holding 50 % or more of the voting securities of such Person or, ( ii ) in the case of a Person that has no outstanding voting securities, having the right to 50 % or more of the profits of such Person or having the right in the event of dissolution to 50 % or more of the net assets of such Person or, ( iii ) the power to direct or cause . the direction ( 31 ' the management and policies of such Person, whether pursuant to the ownership of voting securities, by contract or otherwise : \J March 31, 2005 ( 2).maxControl Delivery Address DIN Documentation Effective Date Facility Nel Sales the abilily In direct the affairs of another whether by the ownership 01 ' shares, contract or otherwise ; PREMPHARM ’S premises at 85 Advance Road, Elobicokc, Ontario, N187 . 256 ; - means the existing Product drug identi ﬁcation number assigned by TPD ( as defined below ) all technical information and data relating to the Product, including the chemistry, manufacture, use, formulation and regulatory approval thereof, theretofore or hereafter during the terms of Ihis Agreement produced or received by or known to ORB US or its Afﬁliates relating to the Territory including, without limiting the foregoing, the chemistry and manufacturing data and documentation ( including the drug muster file for the active pharmaceutical ingredient ) to be included in the Abbreviated New Dmg Submission to be filed by PREMPHARM with the TPD ( as deﬁned below ), which current data and information, will be sufﬁcient to obtain a Notice of Compliance from the TPD ; the date of this Agreement ; ORBUS ’S facility in Markham, Ontario or such other facility approved by PREMPHARM and used in connection with the manufacture and packaging of the Product : Net sales of the Product shall be the gross amount — invoiced ( excluding freight charges including insurance or taxes paid or incurred by PREMPHARM or its Afﬁliates to transport the Product from the site of manufacture to PREMPHARM ’S Delivery Address ) less : ( i ) nornml and cusmmary trade and cash discounts, including, without limitation . shelf stock adjustments, granted, issued or allowed by PREMPHARM or its Affiliates to customers in the ordinary course of business : ( ii ' ) credits, rebates andfor adjustments allowed to be taken by arms ‘ length reason of : March 31, 2005 ( 2).maxi9 ( an I'QiCCIiOnSL ( h ) returns, churgebacks : ( c ) the quality 01 ' the product purchased ; and ( ( 1 ) reasonable amounts for shelf stock adjustments