definiens: PersonPractical Capacity \ CostingProduct(s ) Doc # : NYl234 : 4325332.2 means the option to enter into a license agreement in the form of this Agreement, as provided for in the Option Agreement ; means that certain Research Collaboration and Option Agreement, dated as of February 26, 1997, between [COMPANY] and [COMPANY], incorporated her ~ in by reference ; means the Milestone payment specified in Appendix 1 to the Option Agreement and the payment of which is required upon execution of this Agreement ; means [COMPANY] and [COMPANY] ; means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, or other entity of whatever nature ; means a system of ( 1 ) develoPin~ staodard costs at levels which would be i rred if a work center wast operating at its practical capacit or ( 2 ) analyzing and ep ring variances cause by underutilization of resources ; practical capacity means the vo ume, usually expressed in hours or minutes, which a plant, department or work center can achieve in an operating period under normal but efficient operating conditions and assuming sufficient volume is available ; it measures the amount one is prepared to make or sell and includes allowances for unavoidable down time ; means, depending on the context, one or more formulations of the Compound ( s ) with one or more of the Carriers for a specific Route of Administration that complies with the Specifications ; means the joint program of research and development work, with respect to the Field and the Product, being conducted or to be conducted by, inter alia, [COMPANY] and [COMPANY] for and on behalf of [COMPANY], for which both 12 II Route of Administration II Steering CommitteeTerritoryUnited States DollarsUS$ " 1 .2 In this Agreement : Parties are responsible, and which has been devised by and approved by the Steering Committee ; the Research and Development Program shall not include work for which [COMPANY] alone is responsible, such as clinical trials of Product(s ) ; means administration of the Compound(s ) by the oral route ; means the specifications for each of the Carriers or Product(s ) as approved by the FDA, as well as such other specifications which may be agreed upon by the Parties in writing or by the Steering Committee ; means the management committee appointed by [COMPANY] and [COMPANY] to oversee the Research and Development Programs related to the Product(s ) ; means all the countries of the world ; and means the lawful currency for the time being of the United States of America