OR OTHERWISE.
SECTION 1.8
"AGREEMENT" HAS THE MEANING SET FORTH IN THE PREAMBLE TO
THIS AGREEMENT.
SECTION 1.9
"AGREEMENT MONTH" MEANS EACH CALENDAR MONTH DURING THE
TERM (INCLUDING ANY PARTIAL CALENDAR MONTH IN THE CASE OF THE FIRST AND LAST
CALENDAR MONTHS OF THE TERM).
SECTION 1.10
"AGREEMENT QUARTER" MEANS THE INITIAL AGREEMENT QUARTER,
EACH SUCCESSIVE PERIOD OF THREE MONTHS DURING THE TERM AFTER THE INITIAL
AGREEMENT QUARTER AND THE FINAL AGREEMENT QUARTER.
SECTION 1.11
"ALTACE PHYSICIAN LIST" MEANS THE LIST OF PHYSICIANS OR
OTHER HEALTH CARE PRACTITIONERS TO WHOM KING'S SALES REPRESENTATIVES PRESENT
IN-PERSON, FACE-TO-FACE SALES PRESENTATIONS OF KING'S ALTACE® PRODUCT, AS SUCH
LIST MAY BE AMENDED FROM TIME TO TIME BY KING.
SECTION 1.12
"ANNUAL PLAN" HAS THE MEANING SET FORTH IN SECTION 4.5.
SECTION 1.13
"BASELINE PERCENTAGE" MEANS THE PERCENTAGE DETERMINED BY
DIVIDING (A) THE TOTAL AMOUNT OF UNIT SALES FOR PRODUCT BASED ON PRESCRIPTIONS
WRITTEN BY PROFESSIONALS ON THE DEPOMED PHYSICIAN LIST DURING THE TWO COMPLETE
AGREEMENT QUARTERS PRIOR TO THE DELIVERY BY DEPOMED OF ITS INTENTION TO COMMENCE
PROMOTION OF THE PRODUCT IN THE TERRITORY PURSUANT TO SECTION 4.9, BY (B) THE
TOTAL AMOUNT OF UNIT SALES OF PRODUCT BASED ON ALL PRESCRIPTIONS WRITTEN DURING
SUCH TWO COMPLETE AGREEMENT QUARTERS, BASED ON PRESCRIBER DATA FOR SUCH TWO
COMPLETE AGREEMENT QUARTERS; AS IT MAY BE AMENDED PURSUANT TO SECTION 4.9.
SECTION 1.14
"BLS" MEANS BIOVAIL LABORATORIES INTERNATIONAL SRL.
SECTION 1.15
"BLS AGREEMENTS" MEANS THAT CERTAIN AMENDED AND RESTATED
LICENSE AGREEMENT, DATED AS OF DECEMBER 13, 2005, BY AND BETWEEN DEPOMED AND
BLS, THE BLS SUPPLY AGREEMENTS, AND ANY OTHER AGREEMENTS BETWEEN DEPOMED AND BLS
WITH RESPECT TO THE PRODUCT, INCLUDING THE 1000MG FORMULATION.
SECTION 1.16
"BLS SUPPLY AGREEMENTS" MEANS THAT CERTAIN MANUFACTURING
TRANSFER AGREEMENT, DATED AS OF DECEMBER 13, 2005, BY AND BETWEEN DEPOMED AND
BLS AND THAT CERTAIN SUPPLY AGREEMENT, DATED AS OF DECEMBER 13, 2005, BETWEEN
DEPOMED AND BLS.
2
SECTION 1.17
"BLS FEES" MEANS, FOR ANY PERIOD, THE SUM OF (A) *** FOR
SUCH PERIOD, AND (B) *** FOR SUCH PERIOD ***; BUT *** SUCH AMOUNT IS PAYABLE
(AND IS PAID IN OR SUBSEQUENT TO SUCH PERIOD) ***.
IN THE EVENT THE AMOUNTS
PAYABLE UNDER EITHER SUCH AGREEMENT ARE REDUCED OR TERMINATE, THE BLS FEES WILL
CORRESPONDINGLY BE REDUCED OR TERMINATE.
SECTION 1.18
"CGMP" SHALL MEAN CURRENT "GOOD MANUFACTURING PRACTICES"
AS SUCH TERM IS DEFINED FROM TIME TO TIME BY THE FDA OR OTHER RELEVANT
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE MANUFACTURE OR SALE OF THE
PRODUCT PURSUANT TO ITS REGULATIONS, GUIDELINES OR OTHERWISE.
SECTION 1.19
"CO-CHAIRS" HAS THE MEANING SET FORTH IN SECTION 3.2.
SECTION 1.20
"COGS" MEANS, FOR ANY PERIOD, DEPOMED'S EXPENSES FOR COST
OF GOODS SOLD (CALCULATED IN ACCORDANCE WITH SECTION 7.2(D)) FOR PRODUCT IN THE
TERRITORY FOR SUCH PERIOD, INCLUDING ANY EXPENSES INCURRED DIRECTLY IN
CONNECTION WITH THE DISTRIBUTION OF THE PRODUCT IN THE TERRITORY, MULTIPLIED BY
THE PROMOTION PERCENTAGE FOR SUCH PERIOD.
SECTION 1.21
"COMBINATION PRODUCT" HAS THE MEANING SET FORTH IN
SECTION 13.2.
SECTION 1.22
"COMBINATION