TO THE
EXTENT FALLING WITHIN SUBSECTIONS (A) THROUGH (C).
1.11
"DEPOMED PATENTS" MEANS, SUBJECT TO SECTION 2.1(C),
(A) ANY AND ALL PATENT APPLICATIONS THAT (I) ARE CONTROLLED BY DEPOMED AND ARE
FILED PRIOR TO OR DURING THE TERM OF THIS
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Confidential Information, indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission
AGREEMENT IN THE UNITED STATES OR ANY FOREIGN JURISDICTION, INCLUDING WITHOUT
LIMITATION ANY ADDITION, CONTINUATION, CONTINUATION-IN-PART, CONTINUED
PROSECUTION APPLICATION OR DIVISIONAL APPLICATION THEREOF OR ANY SUBSTITUTE
APPLICATION THEREFOR AND (II) CLAIM INVENTIONS THAT ARE REASONABLY REQUIRED OR
USEFUL FOR THE CLINICAL DEVELOPMENT, USE, REGISTRATION, MANUFACTURING,
PACKAGING, COMMERCIALIZATION OR SALE OF THE PRODUCT INCLUDING WITHOUT LIMITATION
THOSE RELATING TO FORMULATION TECHNOLOGY APPLIED TO THE PRODUCT; (B) ANY PATENT
ISSUED FROM ANY SUCH PATENT APPLICATION; (C) ANY REISSUE, REEXAMINATION,
EXTENSION OR PATENT TERM EXTENSION OF ANY SUCH PATENT; AND (D) ANY OTHER U.S. OR
FOREIGN PATENT OR INVENTOR'S CERTIFICATE CONTROLLED BY DEPOMED THAT CLAIMS
INVENTIONS REASONABLY REQUIRED OR USEFUL FOR THE CLINICAL DEVELOPMENT, USE,
REGISTRATION, MANUFACTURING, PACKAGING, COMMERCIALIZATION OR SALE OF THE
PRODUCT.
DEPOMED PATENTS INCLUDE WITHOUT LIMITATION THOSE PATENT RIGHTS SET
FORTH ON EXHIBIT B AND PATENT RIGHTS CONTROLLED BY DEPOMED CLAIMING DEPOMED
INVENTIONS AND JOINT INVENTIONS, IN EACH CASE TO THE EXTENT FALLING WITHIN
SUBSECTION (A).
1.12
"DEPOMED TECHNOLOGY" MEANS DEPOMED KNOW-HOW AND
DEPOMED PATENTS.
1.13
"DETAIL" (AND, WITH CORRELATIVE MEANINGS, THE TERMS
"DETAILS" AND "DETAILING") MEANS, WITH RESPECT TO THE PRODUCT, THE ACTIVITY
UNDERTAKEN ON A FACE-TO-FACE BASIS BY A SALES REPRESENTATIVE WITH RESPECT TO A
TARGET PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL WITH PRESCRIBING AUTHORITY
INVOLVED OR POTENTIALLY INVOLVED IN PRESCRIBING THE PRODUCT.
1.14
"DETAILING COSTS" MEANS THAT AMOUNT DETERMINED BY
MULTIPLYING THE TOTAL NUMBER OF PDES PROMOTING PRODUCT IN A GIVEN CALENDAR YEAR
(A) BY [***] DOLLARS ($[***]) FOR THE REMAINDER OF 2008, AND (B) FOR SUBSEQUENT
CALENDAR YEARS, BY AN AMOUNT EQUAL TO [***] DOLLARS ($[***]) INCREASED BY THE
CUMULATIVE PERCENTAGE INCREASE IN THE UNITED STATES CONSUMER PRICE INDEX (FOUND
AT: ) BETWEEN THE FIRST CALENDAR YEAR OF THE TERM OF THIS
AGREEMENT AND THE RELEVANT CALENDAR YEAR.
1.15
"DOLLARS" OR "$" MEANS THE LAWFUL CURRENCY OF THE
UNITED STATES.
1.16
"DRUG APPROVAL APPLICATION" MEANS, IN THE UNITED
STATES, AN NDA, INCLUDING AN NDA SUBMITTED UNDER SECTION 505(B)(2) OF THE FOOD,
DRUG AND COSMETIC ACT, A SUPPLEMENT TO AN NDA OR AN ABBREVIATED NEW DRUG
APPLICATION FOR THE PRODUCT, OR IN THE OUS TERRITORY, AN EQUIVALENT APPLICATION
FOR REGULATORY APPROVAL REQUIRED BEFORE COMMERCIAL SALE OR COMMERCIAL USE OF THE
PRODUCT IN A REGULATORY JURISDICTION.
1.17
"EFFECTIVE DATE" SHALL MEAN THE LATER OF:
(A) THE
EXECUTION DATE; OR (B) THE HSR CLEARANCE DATE.
1.18
"FDA" MEANS THE U.S. FOOD AND DRUG ADMINISTRATION OR
ANY SUCCESSOR AGENCY THERETO.
1.19
"FIELD" MEANS THE TREATMENT OR AMELIORATION OF PAIN,
INCLUDING WITHOUT LIMITATION TREATMENT OF POST-HERPETIC NEURALGIA ("PHN"), PAIN
ASSOCIATED WITH DIABETIC NEUROPATHY ("DPN"), PHANTOM PAIN AND FIBROMYALGIA.
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Confidential Information, indicated by [***] has been omitted from this filing