any period.
"Taxing Authority" means any Governmental or Regulatory Authority exercising any
authority or responsibility for the imposition, regulation, collection or
administration of any form of Tax.
"Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
"Territory" means the United States of America and Canada, including their
territories and possessions.
"Third Party" means any Person other than (i) Purchaser or a Seller Party or
(ii) any Affiliates of Purchaser or any Seller Party.
Confidential Information indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission.
7
"VAT" means any value added tax, goods and services tax or any other similar
tax, including any sales tax, service tax, or use tax imposed by any
Governmental or Regulatory Authority in any country at whatever level.
"WAC" means wholesale acquisition cost.
(b)
The following terms have the meanings given
to such terms in the Sections set forth below:
Term
Section
Acquired Assets
2.01(a)
Acquired Licenses
2.01(a)(i)(C)
Acquired Lots
9.14(a)
Agreed Amount
10.04
Agreement
Preamble
Allocation
9.03(a)
ANDA
5.12
Anti-Kickback Statute
5.06(e)
Assignment and Assumption Agreement
3.01(b)(iv)
Assumed Liabilities
2.02(a)
Bill of Sale
3.01(b)(iii)
Blanket Authorization Letter
3.01(c)(xv)
Books and Records
2.01(a)(v)
CDAPCA
5.06(a)
cGMP
5.14
Chargebacks
9.11
Claim Amount
10.04
Closing
3.01(a)
Closing Date
3.01(a)
Co-Pay Card Programs
9.15
Core Representations
10.07(b)
CSA
5.06(a)
Customer Letter
9.10(a)
DEA
5.06(a)
Deductible
10.06(a)(i)
Direct Claim Notice
10.04
Escrow Agreement
3.01(b)(viii)
Excluded Assets
2.01(b)
Excluded Liabilities
2.02(b)
FDCA Act
5.06(a)
Federal Permits
2.01(a)(iii)
Health Authorities
5.06(a)
Health Laws
5.06(a)
HIPAA
5.06(i)
Confidential Information indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission.
8
Term
Section
IND
5.06(b)
Indemnitee
10.03(a)
Indemnitor
10.03(a)(i)
Independent Auditor
8.01
Initial Allocation
9.03(a)
Know-How
2.01(a)(i)(E)
License Agreement
3.01(b)(xi)
Losses
10.01
Managed Care Programs
9.12(b)
Marketing Assets
2.01(a)(vi)
mcg
3.02(c)
Net Sales Milestones
3.02(b)
Net Sales Rate
3.02(e)
Order
5.04(c)
Parent
Preamble
Party or Parties
Preamble
Patent Assignment
3.01(b)(vi)
Permits
2.01(a)(iv)
Post-Closing Tax Period
9.02(b)(ii)
PPACA
5.06(a)
Pre-Closing Tax Period
9.02(b)(ii)
Product
Recitals
Product Inventory
2.01(a)(x)
Product Royalties
3.02(c)
Purchase Price
3.02(a)
Purchased Copyrights
2.01(a)(i)(D)
Purchased Intellectual Property
2.01(a)(i)
Purchased Marks
2.01(a)(i)(B)
Purchased Other IP
2.01(a)(i)(E)
Purchased Patents
2.01(a)(i)(A)
Purchaser
Preamble
Purchaser FDA Letters
3.01(b)(vii)
Purchaser Indemnitees
10.01
Quarterly Report
3.02(d)
Required Consents
3.01(c)(v)
Royalty Period
3.02(c)
Royalty Rate
3.02(e)
Seller
Preamble
Seller Acquiror
6.03(c)
Seller Acquisition
6.03(c)
Seller FDA Letters
3.01(c)(vi)
Seller Indemnitees
10.02
Seller In-Licensed Patents
2.01(a)(i)(C)
Confidential Information indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission.
9
Term
Section
Seller Party or Seller Parties
Preamble
Selling Sub
3.02(e)
Stark Law
5.06(g)
State Permits
2.01(a)(iv)
Straddle Period
9.02(b)(ii)
[***]
3.01(b)(xii)
Third Party Claim
10.03(a)
Trademark Assignment
3.01(b)(v)
Trademark Period
9.16(b)
Transaction Fees
9.08
Transfer Agreement
3.01(b)(xii)
Transfer Taxes
9.02(a)
Transferred Contracts
2.01(a)(ii)
Transferred Federal Permits
2.01(a)(iii)
Transferred Permits
2.01(a)(iv)
Transferred State Permits
2.01(a)(iv)
Transition