definiens: means a day other than Saturday, Sunday, or any o ther day on which commercial banks located in the State of New York, U.S., Zurich, Switzerland, Bermuda, or Japan, are authorized or obligated by Applicable Law to close . [ See License Agreement Section 1.9 ] means the respective periods of three ( 3 ) consecu tive calendar months ending on March 31, June 30, September 30, and December 31 ; provided, however, that ( a ) the first Calendar Quarter of the Term w ill begin on the Effective Date and end on June 30, 201 8 and ( b ) the last Calendar Quarter of the Term wil l end upon the expiration or termination of this Agreement . [ See License Agreement Section 1.10 ] means the twelve ( 12 ) month period ending on Dece mber 31 ; provided, however, that ( a ) the first Calendar Year of the Term will begin on the E ffective Date and end on December 31, 2018 and ( b ) the last Calendar Year of the Term will end upon the expirat ion or termination of this Agreement . [ See License Agreement Section 1.11 ] means any claim, suit, action, demand, or other p roceeding brought by any Third Party . [ See License Agreement Sections 1.14, 15.1 ] means any clinical trial in humans that is conduc ted in accordance with Good Clinical Practices and is designed to generate data in support or main tenance of an IND or NDA, or other similar marketin g application, including any Phase I Clinical Trial, Phase II Clinical Trial, Phase III Clinical Trial, Phase IIIb Clinical Trial, or any post - approval clinical trial in human s. [ See License Agreement Section 1.15 ] means chemistry, manufacturing, and controls . [ See License Agreement Section 1.16 ] means all activities undertaken by or on behalf o f a Party to promote, market, sell, and distribute a Licensed Product, including : ( a ) sales force efforts, detailing, advertising, marketing, the creation and approval of promotional materials, sales or distrib ution, pricing, customer and government contracting, and medical affairs, including medical education, medic al information, clinical science liaison activities, and health economics and outcomes research ; ( b ) product securi ty activities that may include enhancing supply cha in security, implementing brand protection technologies, intelli gence gathering, forensic analysis, customs recorda tion, and anti - counterfeiting enforcement action, such as tak ing Internet countermeasures, collaborating with la w enforcement and seeking criminal restitution ; ( c ) m anagement of any risk evaluation and mitigation str ategies ( REMS ) programs ; ( d ) importing, exporting, transpor ting, customs clearance, warehousing, invoicing, ha ndling, and delivering the Licensed Products to customers ; and ( e ) other similar activities relating to the Li censed Products