DEFINED NUMBER OF SUCH
ADMINISTRATIONS OF A LICENSED PRODUCT.
1.5.
CHANGE OF CONTROL.
"CHANGE OF CONTROL" SHALL MEAN A
TRANSACTION IN WHICH IAPL: (A) SELLS, CONVEYS OR OTHERWISE DISPOSES OF ALL OR
SUBSTANTIALLY ALL OF ITS PROPERTY OR BUSINESS; OR (B)(I) MERGES OR CONSOLIDATES
WITH ANY OTHER ENTITY; OR (II) EFFECTS ANY OTHER TRANSACTION OR SERIES OF
TRANSACTIONS; IN EACH CASE OF CLAUSE (I) OR (II), SUCH THAT THE STOCKHOLDERS OF
IAPL IMMEDIATELY PRIOR THERETO, IN THE AGGREGATE, NO LONGER OWN, DIRECTLY OR
INDIRECTLY, BENEFICIALLY OR LEGALLY, AT LEAST FIFTY PERCENT (50%) OF THE
OUTSTANDING VOTING SECURITIES OR CAPITAL STOCK OF THE SURVIVING ENTITY FOLLOWING
THE CLOSING OF SUCH MERGER, CONSOLIDATION, OTHER TRANSACTION OR SERIES OF
TRANSACTIONS.
1.6.
COMMERCIALIZE.
"COMMERCIALIZE" OR "COMMERCIALIZING" SHALL
MEAN TO USE, IMPORT, EXPORT, MARKET, PROMOTE, DISTRIBUTE, OFFER FOR SALE, SELL,
HAVE SOLD OR OTHERWISE COMMERCIALIZE OR PREPARE TO COMMERCIALIZE.
WHEN USED AS
A NOUN, "COMMERCIALIZATION" SHALL MEAN ANY AND ALL ACTIVITIES INVOLVED IN
COMMERCIALIZING.
1.7.
CONFIDENTIAL INFORMATION.
"CONFIDENTIAL INFORMATION" MEANS,
WITH RESPECT TO A PARTY, ALL INFORMATION (AND ALL TANGIBLE AND INTANGIBLE
EMBODIMENTS THEREOF), WHICH IS CONTROLLED BY SUCH PARTY, INCLUDING, WITHOUT
LIMITATION, (I) SCIENTIFIC OR MEDICAL INFORMATION, MATERIAL, RESULTS AND DATA OF
ANY TYPE WHATSOEVER, IN ANY TANGIBLE OR INTANGIBLE FORM WHATSOEVER, INCLUDING
DATABASES, INVENTIONS, PRACTICES, METHODS, TECHNIQUES, SPECIFICATIONS,
FORMULATIONS, FORMULAE, CELL LINES, CELL MEDIA, KNOWLEDGE, KNOW-HOW, SKILL,
EXPERIENCE, MANUFACTURING MATERIALS, FINANCIAL DATA, TEST DATA INCLUDING
PHARMACOLOGICAL, BIOLOGICAL, CHEMICAL, BIOCHEMICAL, TOXICOLOGICAL AND CLINICAL
TEST DATA, ANALYTICAL AND QUALITY CONTROL DATA, QUALITY ASSURANCE DATA,
STABILITY DATA, AND STUDIES AND PROCEDURES, (II) ALL REGULATORY FILINGS AND
COMMUNICATIONS OR ANY KIND, AND PATENT AND OTHER LEGAL INFORMATION OR
DESCRIPTIONS AND (III) COMMERCIAL INFORMATION OF ANY KIND, INCLUDING PRODUCT
FORECASTS AND SALES INFORMATION, SALES FORCE INFORMATION, MARKETING STUDIES AND
MARKETING MATERIALS, COMPARATIVE ANALYSIS OF COMPETING PRODUCTS, PHYSICIAN
EDUCATION MATERIALS, CUSTOMER AND DISTRIBUTION CHANNEL INFORMATION, AND ANY
INFORMATION REGARDING POST-APPROVAL TRIALS, ADVERSE EVENT REPORTS, OR OTHER
PRODUCT INFORMATION.
NOTWITHSTANDING THE FOREGOING, CONFIDENTIAL INFORMATION OF
A PARTY WHICH IS DISCLOSED BY SUCH PARTY TO THE OTHER PARTY OR OTHERWISE
RECEIVED BY THE RECEIVING PARTY SHALL NOT INCLUDE INFORMATION WHICH THE
RECEIVING PARTY CAN ESTABLISH BY WRITTEN DOCUMENTATION (A) WAS PUBLICLY KNOWN
PRIOR TO ITS DISCLOSURE TO OR RECEIPT BY THE RECEIVING PARTY, (B) BECAME
PUBLICLY KNOWN, WITHOUT BREACH OF THIS AGREEMENT ON THE PART OF THE RECEIVING
PARTY OR AN AGENT THEREOF, SUBSEQUENT TO ITS DISCLOSURE TO OR RECEIPT BY THE
RECEIVING PARTY, (C) WAS RECEIVED BY THE RECEIVING PARTY AT ANY TIME FROM A
SOURCE, OTHER THAN THE DISCLOSING PARTY, RIGHTFULLY HAVING POSSESSION OF AND THE
RIGHT TO DISCLOSE SUCH INFORMATION FREE OF CONFIDENTIALITY OBLIGATIONS, (D) WAS
OTHERWISE KNOWN BY THE RECEIVING PARTY FREE OF CONFIDENTIALITY OBLIGATIONS TO
THE DISCLOSING PARTY PRIOR TO ITS DISCLOSURE TO OR RECEIPT BY THE RECEIVING
PARTY, OR (E) WAS INDEPENDENTLY DEVELOPED BY
2
EMPLOYEES OR OTHERS ON BEHALF OF THE RECEIVING PARTY WITHOUT THE AID,
APPLICATION OR USE OF THE INFORMATION DISCLOSED TO OR RECEIVED BY THE RECEIVING
PARTY.
1.8.
CONTROL OR