SALES REPRESENTATIVES
EMPLOYED BY KING OR DEPOMED, OR A THIRD PARTY ENGAGED BY KING OR DEPOMED, TO
PROMOTE THE PRODUCT, WHO HAVE BEEN TRAINED AND EQUIPPED TO PROMOTE THE PRODUCT
IN ACCORDANCE WITH THIS AGREEMENT.
IN THE CASE OF KING, THIRD PARTIES MAY ONLY
BE ENGAGED AS SALES REPRESENTATIVES IF THEY ARE FULL-TIME CONTRACTORS OF KING,
EXCLUSIVE TO KING, AND CARRY KING'S BUSINESS CARD.
SECTION 1.90
"SAMPLES" HAS THE MEANING SET FORTH IN SECTION 6.5.
SECTION 1.91
"SERIOUS ADVERSE DRUG EXPERIENCE" MEANS ANY ADVERSE DRUG
EXPERIENCE, INCLUDING THOSE SUBJECT TO EXPEDITED REPORTING AS DEFINED IN THE
REGULATIONS CITED BELOW, THAT IS FATAL OR LIFE-THREATENING, REQUIRES
HOSPITALIZATION OR PROLONGATION OF EXISTING HOSPITALIZATION, RESULTS IN
PERSISTENT OR SIGNIFICANT DISABILITY OR INCAPACITY, IS A CONGENITAL
ANOMALY/BIRTH DEFECT, OR IS OF COMPARABLE MEDICAL SIGNIFICANCE OR ANY OTHER
EVENT WHICH WOULD CONSTITUTE A "SERIOUS" ADVERSE DRUG EXPERIENCE PURSUANT TO THE
TERMS OF 21 C.F.R. 314.80 OR 312.32.
SECTION 1.92
"SERIOUS ADVERSE DRUG EXPERIENCE REPORT" MEANS ANY
ADVERSE DRUG EXPERIENCE REPORT THAT INVOLVES A SERIOUS ADVERSE DRUG EXPERIENCE.
SECTION 1.93
"STANDARD COST" MEANS, (A) WITH RESPECT TO COGS, THE COST
ASSIGNED FROM TIME TO TIME, BUT AT LEAST ANNUALLY, BY DEPOMED TO USE IN
CALCULATING GROSS MARGIN UNDER SECTION 7.1(A) FOR THE PURPOSE OF FACILITATING
TIMELY REPORTING OF GROSS MARGIN; AND, (B) WITH RESPECT TO SAMPLES, THE COST
ASSIGNED FROM TIME TO TIME, BUT AT LEAST ANNUALLY, BY DEPOMED TO USE IN
CALCULATING ADVERTISING/MARKETING/EDUCATIONAL EXPENSES PURSUANT TO SECTION
4.5(E); EACH DETERMINED IN ACCORDANCE WITH SECTION 7.2(E).
SECTION 1.94
"SUBCONTRACTING" MEANS SUBCONTRACTING OR SUBLICENSING A
PARTY'S RIGHTS OR OBLIGATIONS HEREUNDER (A) PURSUANT TO WHICH A THIRD PARTY WILL
MANUFACTURE THE PRODUCT; OR (B) PURSUANT TO WHICH A THIRD PARTY SALES
REPRESENTATIVE IS ENGAGED TO PROMOTE THE PRODUCT.
"SUBCONTRACTOR" MEANS THE
THIRD PARTY WITH WHOM THE SUBCONTRACTING AGREEMENT IS ENTERED INTO.
SECTION 1.95
"TECHNOLOGY" MEANS ALL PHARMACOLOGICAL, TOXICOLOGICAL,
PRECLINICAL, CLINICAL, TECHNICAL OR OTHER INFORMATION, DATA AND ANALYSIS AND
KNOW-HOW RELATING TO THE REGISTRATION, MANUFACTURE, PACKAGING, USE, MARKETING
AND SALE OF THE PRODUCT AND ALL PROPRIETARY RIGHTS RELATING THERETO OWNED BY
DEPOMED OR ITS AFFILIATES OR TO WHICH DEPOMED OR ITS AFFILIATES HAS RIGHTS SO AS
TO BE ABLE TO LICENSE, AND RELATING OR PERTAINING TO THE PRODUCT.
SECTION 1.96
"TERM" HAS THE MEANING SET FORTH IN SECTION 8.1.
SECTION 1.97
"TERRITORY" MEANS THE UNITED STATES, INCLUDING ITS
POSSESSIONS AND PUERTO RICO.
9
SECTION 1.98
"THIRD PARTY" MEANS ANY PERSON OTHER THAN KING OR DEPOMED
OR THEIR RESPECTIVE AFFILIATES.
SECTION 1.99
"UNIT" MEANS A SINGLE TABLET OF THE PRODUCT.
SECTION 1.100
"UNITED STATES BANKRUPTCY CODE" SHALL MEAN THE U.S.
BANKRUPTCY CODE, 11 U.S.C. §§ 101, ET SEQ.
SECTION 1.101
"VOLUME FORECAST" HAS THE MEANING SET FORTH IN SECTION
6.3.
ARTICLE II
GRANT
SECTION 2.1
GRANT OF PROMOTION RIGHTS.
DURING THE TERM, SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, DEPOMED HEREBY GRANTS TO KING AND
ITS AFFILIATES AND KING AND ITS AFFILIATES HEREBY ACCEPT A CO-EXCLUSIVE RIGHT TO
PROMOTE THE PRODUCT UNDER THE DEPOMED TRADEMARKS IN THE