THE MEANING SET FORTH IN
THE FIRST PARAGRAPH OF THIS AGREEMENT.
1.32
"BMS PATENTS" SHALL MEAN ALL OF THE PATENTS THAT
BMS OR ITS AFFILIATES CONTROL AS OF THE EFFECTIVE DATE OR AT ANY TIME DURING THE
TERM OF THIS AGREEMENT THAT WOULD, IN THE ABSENCE OF THE LICENSE GRANTED BY BMS
IN SECTION 6.1(B) AND ASSUMING THAT THE EFV ACTIVE PHARMACEUTICAL INGREDIENT
THEREIN WAS NOT PURCHASED FROM BMS, BE INFRINGED BY THE EXPLOITATION OF THE
COMBINATION PRODUCT BY THE JV IN ANY COUNTRY IN THE WORLD.
A LIST OF THE BMS
PATENTS IN THE TERRITORY AS OF THE EFFECTIVE DATE IS ATTACHED HERETO AS ANNEX D.
1.33
"BMS REGULATORY DOCUMENTATION" SHALL MEAN ALL
REGULATORY DOCUMENTATION APPLICABLE TO SUSTIVA (OR EFV) BUT NOT SUSTIVA (OR EFV)
IN CO-FORMULATION WITH VIREAD (OR TDF), EMTRIVA (OR FTC), OR TRUVADA (OR TDF AND
FTC), THAT IS OR WAS DEVELOPED BY OR ON BEHALF OF BMS OR ANY OF ITS AFFILIATES
OR SUBLICENSEES PRIOR TO THE EFFECTIVE DATE OR DURING THE TERM OF THIS
AGREEMENT.
4
1.34
"BMS SUB" SHALL HAVE THE MEANING SET FORTH IN THE
FIRST PARAGRAPH OF THIS AGREEMENT.
1.35
"BMS SUPPLY AGREEMENT" SHALL MEAN THE SUPPLY
AGREEMENT ENTERED INTO BETWEEN BMS SUB AND THE JV CONCURRENTLY WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, AS SUCH AGREEMENT MAY BE AMENDED FROM
TIME TO TIME.
1.36
"BMS TECHNOLOGY" SHALL MEAN, COLLECTIVELY, THE
BMS KNOW-HOW AND THE BMS PATENTS.
1.37
"BMS TRANSFER PRICE" SHALL HAVE THE MEANING SET
FORTH IN SECTION 7.1(A).
1.38
"BREACHING MEMBER PARTY" SHALL HAVE THE MEANING
SET FORTH IN SECTION 14.4(A).
1.39
"BUSINESS DAY" SHALL MEAN A DAY THAT IS NOT A
SATURDAY, SUNDAY OR DAY ON WHICH BANKING INSTITUTIONS IN NEW YORK, NEW YORK OR
SAN FRANCISCO, CALIFORNIA ARE REQUIRED BY LAW TO REMAIN CLOSED.
1.40
"[*] REPRESENTATIVE" SHALL HAVE THE MEANING SET
FORTH IN SECTION 5.3(B).
1.41
"CALENDAR QUARTER" SHALL MEAN A PERIOD OF THREE
(3) CONSECUTIVE CALENDAR MONTHS ENDING ON MARCH 31, JUNE 30, SEPTEMBER 30 OR
DECEMBER 31.
1.42
"CALENDAR YEAR" SHALL MEAN A PERIOD OF TWELVE
(12) CONSECUTIVE CALENDAR MONTHS COMMENCING ON JANUARY 1 AND ENDING ON
DECEMBER 31.
1.43
"CHANGE OF CONTROL" SHALL MEAN, WITH RESPECT TO A
PERSON, ANY OF THE FOLLOWING TRANSACTIONS WITH A THIRD PARTY (A "THIRD PARTY
ACQUIRER"): (A) A MERGER OR CONSOLIDATION OF SUCH PERSON WITH THE THIRD PARTY
ACQUIRER WHICH RESULTS IN THE HOLDERS OF THE VOTING SECURITIES OF SUCH PERSON
OUTSTANDING IMMEDIATELY PRIOR THERETO (OTHER THAN THE THIRD PARTY ACQUIRER, ITS
"AFFILIATES" AND "ASSOCIATES" (AS SUCH TERMS ARE USED IN THE EXCHANGE ACT))
CEASING TO REPRESENT AT LEAST FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER
OF THE SURVIVING ENTITY (OR, IF APPLICABLE, ITS PARENT COMPANY) IMMEDIATELY
AFTER SUCH MERGER OR CONSOLIDATION; (B) THE SALE TO THE THIRD PARTY ACQUIRER OF
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF SUCH PERSON TO WHICH THIS AGREEMENT
RELATES (WHETHER BY MERGER, CONSOLIDATION, SALE OF STOCK, SALE OF ASSETS OR
OTHER SIMILAR TRANSACTION); OR (C) THE THIRD