definiens: means taxes, interest, penalties and fines imposed under the Act respecting the Quebec Sales Tax and the regulations thereunder ; and means such act and regulations collectively ; means the average monthly Net Sales of the applicable Product for the four ( 4 ) month period immediately preceding the month in which a NOC Event occurs in respect of such Product ; means any approval, consent, ruling, authorization, permit or acknowledgement that may be required from any person by Applicable Law, the terms of any Licence or the conditions of any Order or otherwise which is required in connection with the sale of the Purchased Assets to the Purchaser and the completion of the other transactions contemplated herein or which is otherwise necessary to permit the Parties to perform their obligations as contemplated herein ; has the meaning ascribed thereto in Section 3.11 ; means, in respect of an Indemnitee, each director, officer, employee, agent, solicitor, accountant, professional advisor and other representative of that Indemnitee ; has the meaning ascribed thereto in Section 3.8.1 ; has the meaning ascribed thereto in Section 3.8.1 ; means a Supplementary New Drug Submission filed with Health Canada ; means, collectively, the Income Tax Act, QST Legislation, GST Legislation and all federal, provincial, territorial, municipal, foreign, or other statutes imposing a tax, including all treaties, conventions, case law, interpretation bulletins, circulars and releases, rules, regulations, orders, and decrees of any jurisdiction ; means all reports, elections, returns, and other documents required to be filed under the provisions of any Tax Legislation and any tax forms required to be filed, whether in connection with a Tax Return or not, under any provisions of any applicable Tax Legislation ; or means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Authority under any applicable Tax Legislation, including, Canadian federal, provincial, territorial, municipal and local, foreign or other income, capital, goods and services, sales, use, consumption, excise, value - added, business, real property, personal property, transfer, franchise, withholding, payroll, or employer health taxes, customs, import, anti - dumping or countervailing duties, Canada Pension Plan contributions, employment insurance premiums, and provincial workers ' compensation payments, including any interest, penalties and fines associated therewith ; CH02/22304967.3 13