SECTION 1.75
"PRODUCT" MEANS ANY ONCE-DAILY ORAL TABLET FORMULATION
CONTAINING METFORMIN AS THE SOLE ACTIVE PHARMACEUTICAL INGREDIENT, INCLUDING THE
1000MG FORMULATION.
SECTION 1.76
"PRODUCT COMPLAINTS" MEANS ANY REPORT CONCERNING THE
QUALITY, PURITY, QUANTITY, WEIGHT, PHARMACOLOGIC ACTIVITY, LABELING, IDENTITY OR
APPEARANCE OF THE PRODUCT.
7
SECTION 1.77
"PROFESSIONAL" MEANS A PHYSICIAN OR OTHER HEALTH CARE
PRACTITIONER WHO IS PERMITTED BY LAW TO PRESCRIBE PRODUCT.
SECTION 1.78
"PROMOTE," "PROMOTIONAL" AND "PROMOTION" MEAN, WITH
RESPECT TO THE PRODUCT, ANY ACTIVITIES UNDERTAKEN TO ENCOURAGE SALES OR USE OF
THE PRODUCT, INCLUDING DETAILS, PRODUCT SAMPLING, DETAIL AIDS, DROP-OFFS,
COUPONS, DISCOUNT CARDS, JOURNAL ADVERTISING, DIRECT MAIL PROGRAMS,
DIRECT-TO-CONSUMER ADVERTISING, CONVENTION EXHIBITS AND ALL OTHER FORMS OF
MARKETING, ADVERTISING, PUBLIC RELATIONS OR PROMOTION.
SECTION 1.79
"PROMOTION COMMENCEMENT DATE" HAS THE MEANING SET FORTH
IN SECTION 4.1(C).
SECTION 1.80
"PROMOTION FEES" HAS THE MEANING SET FORTH IN SECTION
7.1(A).
SECTION 1.81
"PROMOTION NET SALES" MEANS NET SALES MULTIPLIED BY THE
PROMOTION PERCENTAGE.
SECTION 1.82
"PROMOTION PERCENTAGE" MEANS, FOR A PARTICULAR PERIOD,
100% MINUS THE DEPOMED PERCENTAGE FOR SUCH PERIOD, IF ANY DEPOMED NET SALES
OCCUR IN SUCH PERIOD.
SECTION 1.83
"PROMOTIONAL EFFORT" HAS THE MEANING SET FORTH IN SECTION
4.1(A).
SECTION 1.84
"PROMOTIONAL MATERIALS" HAS THE MEANING SET FORTH IN
SECTION 4.4(A).
SECTION 1.85
"PROPRIETARY INFORMATION" MEANS ANY PROPRIETARY OR
CONFIDENTIAL INFORMATION COMMUNICATED FROM ONE PARTY TO THE OTHER IN CONNECTION
OR RELATING TO THIS AGREEMENT, WHICH IS IDENTIFIED AS CONFIDENTIAL OR
PROPRIETARY, OR WHICH THE OTHER PARTY KNOWS OR HAS REASON TO KNOW IS
CONFIDENTIAL OR PROPRIETARY, INCLUDING THE TECHNOLOGY AND FINANCIAL, MARKETING,
BUSINESS, TECHNICAL AND SCIENTIFIC INFORMATION OR DATA, INFORMATION RELATED TO
KING'S COMPENSATION OF ITS SALES REPRESENTATIVES, INFORMATION CONTAINED WITHIN
THE ANNUAL PLAN AND LAUNCH PLAN, AND THE INFORMATION DESCRIBED IN SECTION 4.6,
WHETHER COMMUNICATED IN WRITING, ORALLY OR ELECTRONICALLY.
PROPRIETARY
INFORMATION SHALL NOT INCLUDE INFORMATION THAT THE RECEIVING PARTY CAN SHOW
THROUGH WRITTEN DOCUMENTATION:
(A)
AT THE TIME OF DISCLOSURE, IS PUBLICLY KNOWN;
(B)
AFTER THE TIME OF DISCLOSURE, BECOMES PART OF THE PUBLIC DOMAIN,
EXCEPT BY BREACH OF AN AGREEMENT BETWEEN THE DISCLOSING PARTY OR ANY AFFILIATE
THEREOF AND THE RECEIVING PARTY OR ANY AFFILIATE THEREOF;
(C)
IS OR WAS IN THE POSSESSION OF THE RECEIVING PARTY OR ANY
AFFILIATE THEREOF AT THE TIME OF DISCLOSURE BY THE DISCLOSING PARTY AND WAS NOT
ACQUIRED DIRECTLY OR INDIRECTLY FROM THE DISCLOSING PARTY OR ANY AFFILIATE
THEREOF OR FROM ANY OTHER PARTY UNDER AN AGREEMENT OF CONFIDENTIALITY TO THE
DISCLOSING PARTY OR ANY AFFILIATE THEREOF; AND
(D)
IS OR WAS DEVELOPED BY THE RECEIVING PARTY OR ITS AFFILIATES
WITHOUT USE OF OR REFERENCE TO THE OTHER PARTY'S PROPRIETARY INFORMATION.
8
SECTION 1.86
"RECONCILIATION REPORT" HAS THE MEANING SET FORTH IN
SECTION 7.5(D).
SECTION 1.87
"REGULATORY APPROVAL" MEANS ANY AND ALL CONSENTS OR OTHER
AUTHORIZATIONS OR APPROVALS REQUIRED FROM A GOVERNMENTAL AUTHORITY TO MARKET AND
SELL THE PRODUCT IN THE TERRITORY, BUT EXCLUDING ANY FORM OF REIMBURSEMENT
APPROVAL.
SECTION 1.88
"SAFETY STOCK" HAS THE MEANING DEFINED IN SECTION 6.1
SECTION 1.89
"SALES REPRESENTATIVES" MEANS