ANY SUPRA-NATIONAL ORGANIZATION, STATE, COUNTY, CITY OR OTHER
POLITICAL SUBDIVISION OR ANY SELF-REGULATORY ORGANIZATION.
SECTION 1.8
"IMPROVEMENTS" MEANS ANY
IMPROVEMENTS, MODIFICATIONS, DEVELOPMENTS OR INVENTIONS WHICH A PARTY MAY MAKE
TO THE PRODUCT INTELLECTUAL PROPERTY AFTER THE EFFECTIVE DATE.
SECTION 1.9
"LICENSED KNOW-HOW" MEANS ALL
INVENTIONS, METHODS, PROCESSES, TECHNIQUES, IMPROVEMENTS, DESIGNS, FORMULAE,
SPECIFICATIONS, AND TECHNICAL, SCIENTIFIC AND BUSINESS INFORMATION (INCLUDING,
WITHOUT LIMITATION, ALL BIOLOGICAL, CHEMICAL, PHARMACOLOGICAL, TOXICOLOGICAL,
CLINICAL AND ASSAY INFORMATION, DATA AND ANALYSES), WHETHER OR NOT PATENTABLE,
WHICH ARE CONTROLLED BY THE COMPANY AND WHICH RELATE TO THE LICENSED PATENT
RIGHTS OR THE PRODUCT IN ANY WAY, IN ANY FIELD OR FOR ANY PURPOSE AND IN
WHATEVER FORM EXISTING (INCLUDING, WITHOUT LIMITATION, PAPER, NOTEBOOKS, BOOKS,
FILES, LEDGERS, RECORDS, TAPES, DISCS, DISKETTES, CD-ROM AND ANY OTHER MEDIA ON
WHICH THE FOREGOING CAN BE STORED).
SECTION 1.10
"LICENSED PATENT RIGHTS" MEANS
(A) THE PATENT RIGHTS SET FORTH ON EXHIBIT A HERETO, (B) COUNTERPARTS OF THE
PATENT RIGHTS SET FORTH ON EXHIBIT A IN ANY COUNTRY OF THE WORLD AND (C) ALL
OTHER PATENT RIGHTS OWNED OR LICENSED BY THE COMPANY AND RELATED IN ANY WAY TO
THE PRODUCT.
SECTION 1.11
"NET SALES" MEANS THE AGGREGATE
AMOUNT INVOICED ON ACCOUNT OF SALES OF A PRODUCT BY THE PURCHASER OR ANY OF ITS
AFFILIATES OR SUBLICENSEES TO A THIRD PARTY IN THE TERRITORY (BUT NOT INCLUDING
SALES BETWEEN THE PURCHASER AND ITS AFFILIATES WHERE THE PRODUCT IS INTENDED FOR
RESALE) LESS THE FOLLOWING REDUCTIONS RELATING TO SUCH SALES:
(I) TRADE, QUANTITY AND CASH DISCOUNTS OR REBATES, WHICH ARE NOT ALREADY
REFLECTED IN THE AMOUNT INVOICED;
(II) ANY ADJUSTMENTS OR ALLOWANCES ON ACCOUNT OF PRICE ADJUSTMENTS, BILLING
ERRORS, REJECTED GOODS, DAMAGED GOODS, RETURNS AND WITHDRAWAL, RECALL OR
RELABELING OF PRODUCT;
*CONFIDENTIAL TREATMENT REQUESTED
2
(III) CREDITS, VOLUME REBATES, CHARGE-BACK AND PRIME VENDOR REBATES,
REIMBURSEMENTS OR SIMILAR PAYMENTS GRANTED OR GIVEN TO, OR RELATED
ADMINISTRATIVE, PROCESSING OR OTHER FEES CHARGED TO, WHOLESALERS AND OTHER
DISTRIBUTORS, BUYING GROUPS, HEALTH CARE INSURANCE CARRIERS, PHARMACY BENEFIT
MANAGEMENT COMPANIES, HEALTH MAINTENANCE ORGANIZATIONS OR OTHER INSTITUTIONS OR
HEALTH CARE ORGANIZATIONS, WHICH ARE NOT ALREADY REFLECTED IN THE AMOUNT
INVOICED;
(IV)
ANY TAX, TARIFF, CUSTOMS DUTY, EXCISE OR OTHER DUTY OR OTHER GOVERNMENTAL
CHARGE INCLUDING, WITHOUT LIMITATION, VALUE ADDED TAXES(OTHER THAN A TAX ON
INCOME) LEVIED ON THE MANUFACTURE, SALE, TRANSPORTATION OR DELIVERY OF THE
PRODUCT AND REMITTED TO THE APPLICABLE TAXING AUTHORITY;
(V) PAYMENTS OR REBATES PAID IN CONNECTION WITH SALES OF THE PRODUCT TO ANY
GOVERNMENTAL OR REGULATORY AUTHORITY IN RESPECT OF ANY STATE OR FEDERAL
MEDICARE, MEDICAID OR SIMILAR PROGRAMS, OR OTHER MANAGED CARE PROGRAMS, WHICH
ARE NOT ALREADY REFLECTED IN THE AMOUNT INVOICED;
(VI) FREIGHT, POSTAGE, HANDLING, SHIPPING, INSURANCE OR OTHER TRANSPORTATION
COSTS CHARGED TO THE CUSTOMER WHETHER INVOICED SEPARATELY OR INCLUDED WITHIN THE
SELLING PRICE; AND
(VII) AMOUNTS ALLOCATED FOR BAD DEBT DETERMINED BY GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED.
FOR PURPOSES OF THIS DEFINITION, THE PRODUCT SHALL BE CONSIDERED "SOLD" AND
"REDUCTIONS" ALLOWED WHEN SO RECORDED IN THE PURCHASER OR ITS AFFILIATES OR
SUBLICENSEES