countries and geographic areas described and listed in
Schedule 1.01 (b) attached hereto.
"Territory B" means the countries and geographic areas described and listed in
Schedule 1.01(c) attached hereto, which shall not include the United States of
America for Irbesartan Products.
"Third Patty" means a Person who or which is neither a Party nor an Affiliate of
a Party.
"United States of America" means any State or Commonwealth of the United States
of America, the District of Columbia, Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa and any other territory, possession or military base of the
United States of America.
"U.S. GAAP" means generally accepted accounting principles in the United States
of America in effect from time to time applied consistently throughout the
periods involved.
SS_NYL2/121582 19 (PA_1/79523 2)
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
9
SECTION 1.02. Additional Defined Terms. The following additional defined terms
shall have the meanings set forth in the sections of this Agreement listed
below:
Defined Term
Section Where Defined
Alliance Functional Committees
Alliance Management
3.02
Alliance Strategic Committee
3.07
Alliance Strategic Decisions
3.01
Annual Budgetary Targets
3.01
BMS
4.01(a)
Breaching Party
Preamble
Clopidogrel
7.06 (iii)
Clopidogrel License and Supply Agreement
Recitals
Clopidogrel Toll Manufacturing Agreement
Recitals
Concerned Party
Recitals
Confidential Information
7.05(b)
Co-Promotion Entity
5.03(a)
Country Non-Terminating Parry
4.01(a)
Country Terminating Party
7.03
Covered Activities
7.03
Development Agreement
6.02(a)
Development Services Agreement
Recitals
Finance Committee
Recitals
First Party
3.02
Indemnified Party
6.02(a)
Indemnifying Parry
6.03(a)
Indemnity Notice
6.03(a)
Independent Firm
6.03(d)
Irbesartan
7.08(a)(i)
Irbesartan License Agreement
Recitals
Irbesartan Supply Agreement
Recitals
Irbesartan Toll Manufacturing Agreement
Recitals
Know-How License Agreement
Recitals
Long-Range Plans
Recitals
Manufacturing and Sourcing Committee
4.01(a)
Master Territory B Agreement
3.02
Multiple
Recitals
Non-Concerned Parry
7.08(a)
Non-Renewal Valuation
7.05(b)(ii)
Notices
08(a)
Partnership Services Agreement
8.01
Recitals
SS_NYL2/121582 19 (PA_1/79523 2)
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
10
Party
Preamble
Proposed Multiple
7.08(a)(i)
Puerto Rico Purchase and Sale Agreement
Recitals
Reporting Party
5.06(b)
Revised Projection
4.03
Safety Expert
7.05(b)(ii)
Safety Problem
7.04(iii)
Sanofi
Preamble
Sterling
Recitals
Territory B Budget
4.01 (a)
Territory B Partnership
Recitals
Territory B Partnership Agreement
Recitals
Territory Management Committee
Recitals
Third Party Claim
6.03(a)
Toll Manufacturing Agreements
Recitals
Unsatisfactory Final Outcome
3.06(b)
U.S. Irbesartan License
Recitals
SECTION 1.03. Accounting Terms. Except as otherwise specifically provided
herein, all terms herein that relate to accounting matters shall be interpreted
in accordance with U.S. GAAP.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. BMS Representations. BMS represents and warrants each of the
following:
(a) Organization: Powers. BMS (i) is a corporation duly organized and in good
standing under the laws of the State of Delaware and (ii) has the corporate
power to execute and deliver, and to perform its obligations under, this
Agreement, Each of the BMS Affiliates that is, or will be, a party to any of the
Alliance Agreements (i) is, or will be on the date of