by clause (a) of the foregoing sentence shall again be considered to
be a Valid Claim once it issues. The same principle shall apply in similar
circumstances such as if, for example (but without limitation), a final
rejection of a claim is overcome.)
1.98 Additional Definitions. Each of the following definitions is set forth in
the section of this Agreement indicated below:
Definitions
Section
Acquiring Corporation
17.16(c)(ii)
Additional Indications
10.4(e)
Agreement
Preamble
Alliance Manager
2.1(a)
Allowable Expenses
Exhibit H
Annual Regulatory Report
3.5(a)
APEL
Preamble
API
Preamble
ASTELLAS
Preamble
ASTELLAS Indemnitees
14.2(a)
ASTELLAS Terminated Territory(ies)
15.6
ASTELLAS Third-Party Claim
14.2(c)
Auditee
10.20(a)
Auditing Party
10.20(a)
Auditor
10.20(a)
16
Definitions
Section
AUS
Preamble
AVEO
Preamble
AVEO US
Preamble
AVEO UK
Preamble
AVEO Indemnitee
14.1(a)
AVEO Terminated Territory(ies)
15.7
Blocking Third Party Rights
Exhibit H
Business Combination
17.16(c)(ii)
Change in Control
17.16(c)
Combination Product
10.11
Commercialization Costs
Exhibit D
Committed Clinical Trials
3.2(a)(i)
Competitive Infringement
11.4(b)(i)
Confidentiality Agreement
1.22
CPI
1.37
CTA
1.41
Debtor
9.14
Development Costs
Exhibit H
Diligence Plan
8.3
Dispute
16.1
Distribution Costs
Exhibit H
Effective Date
Preamble
Enforcing Party
11.4(b)(i)
EU Pre-Tax Profit or Loss
Exhibit H
European Medical Affairs Plan
7.1(b)
Excess Product Liability Costs
14.3
Force Majeure
17.3
Global Trademark Strategy
6.4(a)
Infringement or Infringe
11.4(a)
JCC
2.3(a)
JDC
2.2(a)
JDCT Trademarks
6.4(b)
JMAC
2.4(a)
JMC
2.1(a)
JSC
2.1(a)
[**]
8.1(d)
KHK Indemnitees
14.1(b)
[**]
9.6(b)(ii)
Losses
14.1(a)
M&A Event
17.7
MAA
1.72
Manufacturing Costs
Exhibit H
Manufacturing Requirements
4.1(b)
Marketing-Related Materials
15.5(o)
17
Definitions
Section
Material Communications
2.1(d)(i)(E)
Medical Affairs Costs
Exhibit H
Minor Market Countries
15.3(b)(iii)
MSLs
2.4(d)(i)(C)
N.A. Pre-Tax Profit or Loss
Exhibit H
Non-Arbitrable Dispute
16.1
[**]
9.6(b)(iii)
North American Medical Affairs Plan
7.1(a)
Owned Affiliate
9.6(b)(i)
Party or Parties
Preamble
Patent and Trademark Costs
Exhibit H
Payee Party
10.16
Payor Party
10.16
Possessing Entities
3.5(b)
[**]
9.6(b)(iv)
Pre-Tax Profit or Loss
Exhibit H
Pricing Approval
1.69
Product Liability Costs
Exhibit H
Proposing Party
3.4(a)(iii)
Proprietary Combination Trial
3.4(a)(iii)
Prosecuting Party
11.2(c)(ii)
Recall
5.4(a)
Regulatory Costs
Exhibit H
Regulatory Documents
15.5(f)
Regulatory Interactions
5.1(a)(iii)
[**]
11.4(h)(ii)(A)
Royalty Term
10.10
SEC
12.3(c)(iii)
Section 15.5 Terminated Territory
15.5(a)
SDEA
5.3(a)
Standard
10.11
Standstill Period
17.16(a)
Term
15.1(a)
Third-Party Claim
14.1(a)
Third Party Blocking IP Costs
Exhibit H
Trademarks
6.4(a)
Transferred Country(ies)
15.7(b)(ii)
Travel Expenses
7.3(a)
[**]
8.1(d)
Withholding Tax Action
10.16
18
ARTICLE 2
GOVERNANCE
2.1 Joint Steering Committee.
(a) JSC Formation. Within [**] days following the Effective Date, the Parties
shall form a joint steering committee composed of [**] representatives (one
member should be the Alliance Manager (as defined below)) from each of AVEO and
ASTELLAS (unless otherwise mutually agreed by the Parties) (the "JSC") all of
whom, except for the Alliance Manager, will have sufficient seniority and shall
be employees within the applicable Party to make decisions arising within the
scope of the JSC's responsibilities (for example, it is the Parties'
understanding that, at the appropriate stage of Commercialization of
Profit-Share Products in the JDCT hereunder, at least one