IN SECTION 6.06(A) OF THE SELLER DISCLOSURE SCHEDULE; (III) THE PATENTS LISTED
IN SECTION 6.06(A) OF THE SELLER DISCLOSURE SCHEDULE; AND (IV) THE COPYRIGHTS
LISTED IN SECTION 6.06(A) OF THE SELLER DISCLOSURE SCHEDULE.
(OOO)
"REGULATORY APPROVALS" MEANS, WITH RESPECT TO THE PRODUCT, THE NEW
DRUG APPLICATION FOR THE PRODUCT IDENTIFIED IN SECTION 6.10(A) OF THE SELLER
DISCLOSURE SCHEDULE, ALL SUPPLEMENTS THERETO AND THE OFFICIAL REGULATORY FILES
AND DATA IN SELLER'S POSSESSION AS OF THE CLOSING RELATING THERETO.
(PPP)
"REQUIRED SELLER THIRD PARTY CONSENTS" HAS THE MEANING SET FORTH IN
SECTION 6.04(B).
(QQQ)
"RELEASE" HAS THE MEANING SET FORTH IN SECTION 6.13(B).
(RRR)
"SELLER" HAS THE MEANING SET FORTH IN THE PREAMBLE TO THIS
AGREEMENT.
(sss)
"Seller Ancillary Agreements" means all agreements, instruments and
documents being or to be executed and delivered by Seller under this Agreement
or in connection herewith.
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
12
(TTT)
"SELLER DISCLOSURE SCHEDULE" HAS THE MEANING SET FORTH IN THE
PREAMBLE TO ARTICLE VI OF THIS AGREEMENT.
(UUU)
"SELLER GOVERNMENTAL CONSENTS" HAS THE MEANING SET FORTH IN SECTION
6.04(A).
(VVV)
"SELLER GROUP MEMBER" HAS THE MEANING SET FORTH IN SECTION 11.02(B).
(WWW)
"SELLER PROPERTY" HAS THE MEANING SET FORTH IN SECTION 6.13(B).
(XXX)
"STRADDLE PERIOD" MEANS ANY TAXABLE YEAR OR PERIOD BEGINNING ON OR
BEFORE AND ENDING AFTER THE CLOSING DATE.
(YYY)
"SUCCESSOR ENTITY" MEANS A SUCCESSOR ENTITY TO BUYER FOLLOWING A
CHANGE OF CONTROL.
(ZZZ)
"TAX" MEANS ALL OF THE FOLLOWING TAX IN CONNECTION WITH THE
OPERATIONS OF THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED HEREBY: (I) ANY NET
INCOME, ALTERNATIVE OR ADD-ON MINIMUM TAX, GROSS INCOME, GROSS RECEIPTS, SALES,
USE, AD VALOREM, TRANSFER, FRANCHISE, PROFITS, LICENSE, EXCISE, SEVERANCE,
STAMP, OCCUPATION, EMPLOYMENT, PAYROLL, PRODUCTION, WITHHOLDING, VALUE ADDED,
PREMIUM, PROPERTY, ENVIRONMENTAL OR WINDFALL PROFIT TAX, OR ANY OTHER TAX,
CUSTOM, DUTY OR OTHER TAX, GOVERNMENTAL FEE OR OTHER LIKE ASSESSMENT OR CHARGE
OF ANY KIND WHATSOEVER, TOGETHER WITH ANY INTEREST OR PENALTY, ADDITION TO TAX
OR ADDITIONAL AMOUNT IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY; (II)
ANY LIABILITY FOR THE PAYMENT OF ANY AMOUNTS OF THE TYPE DESCRIBED IN (I) ABOVE
AS A RESULT OF BEING A MEMBER OF ANY AFFILIATED, CONSOLIDATED, COMBINED, UNITARY
OR OTHER GROUP FOR ANY TAXABLE PERIOD; AND (III) ANY LIABILITY FOR THE PAYMENT
OF ANY AMOUNTS OF THE TYPE DESCRIBED IN (I) OR (II) ABOVE AS A RESULT OF ANY
EXPRESS OR IMPLIED OBLIGATION TO INDEMNIFY ANY OTHER PERSON.
(AAAA)
"TAX RETURN" MEANS ANY RETURN, REPORT OR SIMILAR STATEMENT REQUIRED
TO BE FILED WITH RESPECT TO ANY TAX (INCLUDING ANY ATTACHED SCHEDULES),
INCLUDING ANY INFORMATION RETURN, CLAIM FOR REFUND, AMENDED RETURN OR
DECLARATION OF ESTIMATED TAX.
(BBBB)
"TERRITORY" MEANS THE UNITED STATES OF AMERICA, INCLUDING ITS
TERRITORIES AND POSSESSIONS, CANADA AND MEXICO.
(CCCC)
"THIRD PARTY CLAIM" HAS THE MEANING SET FORTH IN SECTION