MEANING SET FORTH IN SECTION 3.6(B).
1.75
"DISCLOSING PARTY" SHALL HAVE THE MEANING SET
FORTH IN SECTION 12.1.
1.76
"[*]" SHALL HAVE THE MEANING SET FORTH IN ANNEX
Q.
1.77
"DOUBLE AGENT PRODUCT" SHALL MEAN TRUVADA, THE
CO-FORMULATED PRODUCT DEVELOPED BY GILEAD CONTAINING, AS ITS ONLY ACTIVE
PHARMACEUTICAL INGREDIENTS, TDF AND FTC.
1.78
"DUAL IMPROVEMENT" SHALL MEAN AN IMPROVEMENT THAT
CONSTITUTES BOTH AN IMPROVEMENT PERTAINING SPECIFICALLY TO THE GILEAD CORE
TECHNOLOGY AND AN IMPROVEMENT PERTAINING SPECIFICALLY TO THE BMS CORE
TECHNOLOGY, WHICH IMPROVEMENT IS CONCEIVED, DISCOVERED, DEVELOPED, OR OTHERWISE
MADE, AS NECESSARY TO ESTABLISH AUTHORSHIP OR INVENTORSHIP UNDER UNITED STATES
COPYRIGHT OR PATENT LAW, AS THE CASE MAY BE, SOLELY OR JOINTLY, BY OR ON BEHALF
OF BMS OR ITS AFFILIATES, GILEAD OR ITS AFFILIATES, THE JV OR JOINTLY ANY
COMBINATION OF THEM, IN THE COURSE OF, AS A RESULT OF, OR IN CONNECTION WITH THE
PROJECT ACTIVITIES CONDUCTED PURSUANT TO THE DEVELOPMENT PLAN OR IN CONNECTION
WITH CO-FUNDED CLINICAL TRIALS.
ANY DUAL IMPROVEMENT SHALL CONSTITUTE A JOINT
INVENTION.
1.79
"EFFECTIVE DATE" SHALL HAVE THE MEANING SET FORTH
IN THE FIRST PARAGRAPH OF THIS AGREEMENT.
1.80
"EFV" SHALL HAVE THE MEANING SET FORTH IN THE
RECITALS TO THIS AGREEMENT.
1.81
"EFV LICENSE AGREEMENT" SHALL MEAN THAT CERTAIN
LICENSE AGREEMENT, DATED AS OF SEPTEMBER 1, 1994, AS AMENDED, BETWEEN THE EFV
LICENSOR AND E.R. SQUIBB & SONS, L.L.C., AS SUCCESSOR IN INTEREST TO DUPONT
PHARMACEUTICALS COMPANY (FORMERLY NAMED THE DUPONT MERCK PHARMACEUTICAL
COMPANY).
1.82
"EFV LICENSE AGREEMENT TERRITORY" SHALL MEAN BMS'
TERRITORY UNDER THE EFV LICENSE AGREEMENT, WHICH, AS OF THE EFFECTIVE DATE,
CONSISTS OF THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS),
CANADA, FRANCE (CONTINENTAL AREA), GERMANY, ITALY, SPAIN, UNITED KINGDOM AND THE
REPUBLIC OF IRELAND, PROVIDED, HOWEVER, THAT (A) SHOULD THE EFV LICENSE
AGREEMENT BE AMENDED TO EXPAND BMS' TERRITORY, THEN EFV LICENSE AGREEMENT
TERRITORY SHALL FORTHWITH MEAN BMS' TERRITORY AS SO EXPANDED; AND (B) SHOULD THE
EFV LICENSE AGREEMENT BE TERMINATED AS A RESULT OF BMS' ACQUISITION OF ALL THE
RIGHTS OF THE EFV LICENSOR THEREUNDER, THEN EFV LICENSE AGREEMENT TERRITORY
SHALL FORTHWITH MEAN ALL COUNTRIES IN THE WORLD.
1.83
"EFV LICENSOR" SHALL MEAN, COLLECTIVELY, MERCK &
CO., INC., A NEW JERSEY CORPORATION, AND MERCK AND COMPANY INCORPORATED, A
DELAWARE CORPORATION, AND THEIR RESPECTIVE SUCCESSORS IN INTEREST.
1.84
"ESTIMATED NET SELLING PRICE" SHALL HAVE THE
MEANING SET FORTH IN SECTION 7.1(C)(II).
1.85
"EXCHANGE ACT" SHALL HAVE THE MEANING SET FORTH
IN SECTION 15.12(B).
9
1.86
"EXPLOITATION" SHALL MEAN THE MAKING, HAVING
MADE, IMPORTATION, USE, SALE, OFFERING FOR SALE OR DISPOSITION OF A PRODUCT OR
PROCESS, INCLUDING, WITHOUT LIMITATION, THE RESEARCH, DEVELOPMENT, REGISTRATION,
MODIFICATION, ENHANCEMENT, IMPROVEMENT, MANUFACTURING, STORAGE, FORMULATION,
OPTIMIZATION, IMPORT, EXPORT, TRANSPORT, DISTRIBUTION, PROMOTION OR MARKETING OF
A PRODUCT OR PROCESS.
WHEN USED AS A VERB, "EXPLOIT" SHALL MEAN TO ENGAGE IN
ANY OF THE FOREGOING ACTIVITIES.
1.87
"EUROPE" SHALL MEAN ALL COUNTRIES COMPRISING THE
EUROPEAN UNION AS IT MAY BE CONSTITUTED FROM TIME TO TIME.
1.88
"FDA" SHALL MEAN THE UNITED STATES FOOD AND DRUG
ADMINISTRATION