as follows:
1.
DEFINITIONS
All capitalized terms used in this Agreement not otherwise defined shall have
the meanings and definitions ascribed to them as listed below.
1.1.
"ACUITY TRIAL" HAS THE MEANING SET FORTH IN SECTION 8.3.
1.2.
"ADONIS AGREEMENT" MEANS THE [**] DATED AS OF [**].
1.3.
"AFFILIATE" MEANS ANY CORPORATION, COMPANY, JOINT VENTURE,
PARTNERSHIP OR OTHER ENTITY WHICH, DIRECTLY OR INDIRECTLY, CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH A PARTY TO THIS AGREEMENT.
"CONTROL" MEANS THE OWNERSHIP OF AT LEAST 50% OF THE ISSUED SHARE CAPITAL OR
BUSINESS ASSETS OF ANOTHER ENTITY, THE POWER TO EXERCISE AT LEAST 50% OF THE
VOTING RIGHTS OF ANOTHER ENTITY, OR THE POWER TO APPOINT MORE THAN 50% OF THE
BOARD OF DIRECTORS OF ANOTHER ENTITY.
1.4.
"APPROVALS" MEANS AND INCLUDES ALL APPROVALS, REGISTRATIONS,
PERMITS, LICENSES AND AUTHORIZATIONS RELATED TO THE PRODUCT THAT ARE MADE WITH
OR OBTAINED FROM ANY GOVERNMENTAL AUTHORITY FOR THE IMPORTATION, SALE, MARKETING
AND PROMOTION OF THE PRODUCT IN THE TERRITORY OR ANY PART THEREOF, INCLUDING
PRIMARILY, BUT WITHOUT LIMITATION, AUTHORIZATIONS OF MEDICINAL PRODUCTS FOR
HUMAN USE AND APPROVAL OF RELATED LABELS AND PACKAGING, AS WELL AS PRICING AND
SOCIAL HEALTH SYSTEM REIMBURSEMENT APPROVALS.
1.5.
"ASSIGNED CONTRACT" HAS THE MEANING SET FORTH IN SECTION 6.8.
2
1.6.
"ASSIGNED COPYRIGHTABLE MATERIALS" HAS THE MEANING SET FORTH IN
SECTION 5.3.
1.7.
"ASSIGNED DOMAIN NAMES" HAS THE MEANING SET FORTH IN SECTION 5.2.
1.8.
"ASSIGNED KNOW-HOW" HAS THE MEANING SET FORTH IN SECTION 5.4.
1.9.
"ASSIGNED INTELLECTUAL PROPERTY" HAS THE MEANING SET FORTH IN
SECTION 5.4.
1.10.
"ASSIGNED TRADEMARK REGISTRATIONS" HAS THE MEANING SET FORTH IN
SECTION 5.1.
1.11.
"ASSIGNMENT DATE" HAS THE MEANING SET FORTH IN SECTION 3.1.8.
1.12.
"BUSINESS DAY" MEANS ANY DAY ON WHICH THE BANKS IN THE KINGDOM OF
DENMARK ARE OPEN FOR BUSINESS.
1.13.
"CLAIMS" MEANS CLAIMS, DEMANDS, RIGHTS, CAUSES OF ACTION, PROTESTS,
SUITS, OR DISPUTES OF ANY KIND.
1.14.
"DAMAGES" MEANS LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS,
EXPENSES, DEMANDS, SUITS AND ACTIONS (INCLUDING WITHOUT LIMITATION ATTORNEYS'
FEES, EXPENSES AND SETTLEMENT COSTS).
1.15.
"DOMAIN NAME" MEANS ANY DOMAIN NAME WHICH INCORPORATES ANY OF THE
WORDS "ANGIOMAX," "ANGIOX," "ANGIONAX," OR "THE MEDICINES COMPANY" OR THE MARKS
(AS DEFINED IN THE NEW DISTRIBUTION AGREEMENT) OR ANY VARIATIONS THEREOF.
1.16.
"EFFECTIVE DATE" HAS THE MEANING SET FORTH IN THE RECITALS.
1.17.
"EXISTING INVENTORY" MEANS ALL LABELED AND UNLABELED VIALS OF
PRODUCT HELD BY NYCOMED OR NYCOMED'S AFFILIATES IN INVENTORY ON THE EFFECTIVE
DATE UNTIL SOLD OR SUPPLIED BY NYCOMED PURSUANT TO SECTION 9 OF THE NEW
DISTRIBUTION AGREEMENT.
1.18.
"FORMER DISTRIBUTION AGREEMENT" HAS THE MEANING SET FORTH IN THE
RECITALS.
1.19.
"GOVERNMENTAL AUTHORITY" MEANS AND INCLUDES ALL GOVERNMENTAL AND
REGULATORY BODIES, AGENCIES, DEPARTMENTS OR ENTITIES, WHETHER OR NOT LOCATED IN
THE TERRITORY, WHICH REGULATE, DIRECT OR CONTROL COMMERCE IN OR WITH THE
TERRITORY, INCLUDING APPROVALS.
1.20.
"IMPROVEMENTS" MEANS AUTHORIZED, UPDATED OR MODIFIED MANUFACTURING
PROCESSES FOR THE PRODUCT OR ITS COMPONENT SUBSTANCES, ADDITIONAL DOSAGE UNIT
SIZES OR OTHER SIMILAR AUTHORIZED MODIFICATIONS TO THE PRODUCTION AND DELIVERY
OF