SELLER AND EURAND.
(GG)
"EURAND INTELLECTUAL PROPERTY" MEANS THE INTELLECTUAL PROPERTY
RIGHTS OF EURAND RELATED TO THE PRODUCT, THE BUSINESS OR THE PURCHASED ASSETS,
AS SUCH RIGHTS ARE DESCRIBED IN, IDENTIFIED IN OR ESTABLISHED UNDER THE EURAND
AGREEMENT (AS AMENDED BY THE EURAND AMENDMENT).
(HH)
"EXCLUDED ASSETS" HAS THE MEANING SET FORTH IN SECTION 2.02.
(II)
"EXCLUDED LIABILITIES" HAS THE MEANING SET FORTH IN SECTION 3.02.
(JJ)
"EXPIRATION DATE" MEANS THE DATE TWO YEARS AFTER THE CLOSING
DATE.
(KK)
"FDA" MEANS THE UNITED STATES FOOD AND DRUG ADMINISTRATION.
(LL)
"FDCA" SHALL MEAN THE FEDERAL FOOD, DRUG AND COSMETIC ACT.
(MM)
"GOVERNMENTAL OR REGULATORY AUTHORITY" MEANS ANY COURT, TRIBUNAL,
ARBITRATOR, ARBITRATION PANEL OR AUTHORITY, AUTHORITY, AGENCY, COMMISSION,
OFFICIAL OR OTHER INSTRUMENTALITY OF THE UNITED STATES OR OTHER COUNTRY, OR ANY
SUPRA-NATIONAL ORGANIZATION, STATE, COUNTY, CITY OR OTHER POLITICAL SUBDIVISION
OR ANY SELF-REGULATORY ORGANIZATION.
(NN)
"INDEMNIFICATION CLAIM NOTICE" HAS THE MEANING SET FORTH IN SECTION
11.02(C).
(OO)
"INDEMNIFIED PARTY" HAS THE MEANING SET FORTH IN SECTION 11.02(C).
(PP)
"INDEMNIFYING PARTY" HAS THE MEANING SET FORTH IN SECTION 11.02(C)
(QQ)
"INTELLECTUAL PROPERTY" MEANS ANY AND ALL OF THE FOLLOWING
INTELLECTUAL PROPERTY RIGHTS: (I) KNOW-HOW; (II) PATENTS; (III) COPYRIGHTS; (IV)
INTERNET DOMAIN NAMES; AND (V) TRADEMARKS.
**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.
9
(RR)
"INVENTORY" MEANS ALL INVENTORY OF PRODUCT PACKAGED IN COMMERCIAL
BOTTLES OR PHYSICIAN SAMPLE UNITS AND ALL WORK-IN-PROCESS (INCLUDING ALL
INVENTORY OF PRODUCT IN BULK LOTS) OWNED BY SELLER, WHETHER HELD AT A LOCATION
OR FACILITY OF SELLER (OR ANY OTHER PERSON ON BEHALF OF SELLER) OR IN TRANSIT TO
OR FROM SELLER (OR ANY SUCH OTHER PERSON).
(SS)
"KNOW-HOW" MEANS, TO THE EXTENT RELATING TO THE PRODUCT, THE
PURCHASED ASSETS OR THE BUSINESS, ALL PRODUCT SPECIFICATIONS, TECHNICAL
KNOWLEDGE, EXPERTISE, SKILL, PRACTICE, PROCEDURES, FORMULAE, TRADE SECRETS,
INVENTIONS, CONFIDENTIAL INFORMATION, ANALYTICAL METHODOLOGY, PROCESSES,
METHODS, PRECLINICAL, CLINICAL, STABILITY AND OTHER DATA AND RESULTS, MARKET
STUDIES, CUSTOMER LISTS, SUPPLIER LISTS, MAILING LISTS, BUSINESS PLANS AND OTHER
PROPRIETARY INFORMATION, AND ALL OTHER EXPERIENCE AND KNOW-HOW, IN EACH CASE IN
TANGIBLE FORM, WHETHER OR NOT PATENTABLE.
(TT)
"KNOWLEDGE" WITH RESPECT TO SELLER MEANS THE ACTUAL KNOWLEDGE OF
THE PERSONS LISTED IN SECTION 1.01(TT) OF THE SELLER DISCLOSURE SCHEDULE, AFTER
DUE INQUIRY.
(UU)
"LAW" MEANS ANY LAW, STATUTE, CODE, TREATY, ORDER, ORDINANCE, RULE,
REGULATION OR OTHER REQUIREMENT PROMULGATED OR ENACTED BY ANY GOVERNMENTAL OR
REGULATORY AUTHORITY.
(VV)
"LIABILITY" MEANS ANY LIABILITY, DEBT OR OBLIGATION (WHETHER KNOWN
OR UNKNOWN, ASSERTED OR UNASSERTED, ABSOLUTE OR CONTINGENT, ACCRUED OR
UNACCRUED, LIQUIDATED OR UNLIQUIDATED, AND DUE OR TO BECOME DUE).
(WW)
"MARKETING MATERIALS" MEANS (I) ALL MARKET RESEARCH, MARKETING PLANS,
MEDIA PLANS, ADVERTISING, MARKETING-RELATED CLINICAL STUDY RESULTS, FORM LETTERS
AND MEDICAL QUERIES, SALES TRAINING MATERIALS, CUSTOMER LISTS AND INFORMATION
WITH RESPECT TO SALES OF PRODUCT (INCLUDING DOCTORS AND PHARMACISTS),
PROMOTIONAL AND MARKETING BOOKS AND OWNED BY