REQUESTED TO BE HELD
FOR FUTURE PROCESSING.
(F)
"COMMERCIALLY REASONABLE EFFORTS" SHALL
MEAN WITH RESPECT TO EACH PARTY, COMMERCIALLY REASONABLE EFFORTS IN ACCORDANCE
WITH THE BUSINESS, LEGAL, MEDICAL AND SCIENTIFIC JUDGMENT OF A SIMILARLY
SITUATED COMPANY, AND IN ACCORDANCE WITH THE EFFORTS AND RESOURCES A SIMILARLY
SITUATED COMPANY WOULD USE TAKING INTO ACCOUNT REASONABLE COMMERCIAL JUDGMENT
AND OTHER RELEVANT FACTORS.
(G)
"CONFIDENTIAL INFORMATION" SHALL MEAN ALL
INFORMATION DISCLOSED BY ONE PARTY ("DISCLOSING PARTY") TO THE OTHER PARTY
("RECEIVING PARTY"), REGARDLESS OF THE FORM IN WHICH IT IS DISCLOSED, INCLUDING
INFORMATION RELATING TO THE DISCLOSING PARTY'S MARKETS, PRODUCT SPECIFIC PAYER
POLICIES, DATABASES, CUSTOMERS, PRODUCTS, PATENTS, INVENTIONS, PROCEDURES,
METHODS, DESIGNS, STRATEGIES, PLANS, ASSETS, LIABILITIES, PRICES, COSTS,
REVENUES, PROFITS, ORGANIZATION, EMPLOYEES, AGENTS, RESELLERS OR BUSINESS IN
GENERAL, AND WITH RESPECT TO UT AS DISCLOSING PARTY, INFORMATION EMBODIED IN UT
PRODUCT.
THE FOLLOWING SHALL NOT BE CONSIDERED CONFIDENTIAL INFORMATION:
(I.)
INFORMATION WHICH IS OR BECOMES IN THE
PUBLIC DOMAIN THROUGH NO FAULT OR ACT OF THE RECEIVING PARTY;
(II.)
INFORMATION WHICH WAS INDEPENDENTLY
DEVELOPED BY THE RECEIVING PARTY WITHOUT THE USE OF OR RELIANCE ON CONFIDENTIAL
INFORMATION;
(III.)
INFORMATION WHICH WAS PROVIDED TO THE
RECEIVING PARTY BY A THIRD PARTY UNDER NO DUTY OF CONFIDENTIALITY TO THE
DISCLOSING PARTY; OR
(IV.)
INFORMATION THAT IS REQUIRED TO BE DISCLOSED BY
APPLICABLE LAWS, PROVIDED, HOWEVER, PROMPT PRIOR NOTICE THEREOF SHALL BE GIVEN
TO THE DISCLOSING PARTY.
(H)
"CUSTOMER" SHALL MEAN ANY HOSPITAL,
PHYSICIAN, HEALTH CARE COMPANY, INCLUDED PATIENT, DISTRIBUTOR OR OTHER PERSON OR
ENTITY THAT IS LEGALLY ENTITLED TO PURCHASE THE UT PRODUCT FOR USE IN THE
TERRITORY.
(I)
"DESIGNATED SHIPMENT LOCATION" SHALL
MEAN THE DESIGNATED STORAGE LOCATION(S) TO WHICH UT HAS AGREED TO SHIP UNITS OF
UT PRODUCT AS SET FORTH IN ATTACHMENT E ATTACHED HERETO.
(J)
"DESIGNATED STORAGE LOCATION" SHALL MEAN
THE LOCATIONS OF DISTRIBUTOR'S FACILITIES OR PHARMACIES OWNED BY DISTRIBUTOR OR
ITS AFFILIATE(S) FOR THE STORAGE OF THE UNITS OF UT PRODUCT SHIPPED TO
DISTRIBUTOR'S DESIGNATED STORAGE LOCATIONS AS SET FORTH IN ATTACHMENT E ATTACHED
HERETO.
(K)
"DISTRIBUTOR" SHALL MEAN ACCREDO HEALTH
GROUP, INC. AND ITS WHOLLY OWNED SUBSIDIARIES.
(L)
"EFFECTIVE DATE" SHALL MEAN THE DATE
FIRST ABOVE WRITTEN.
(M)
"FORCE MAJEURE" SHALL MEAN ANY EVENT, NOT
EXISTING AS OF THE EFFECTIVE DATE AND NOT REASONABLY WITHIN THE CONTROL OF THE
PARTIES AS OF SUCH DATE, WHICH, IN WHOLE OR IN MATERIAL PART, PREVENTS OR MAKES
COMMERCIALLY UNREASONABLE ONE PARTY'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
AGREEMENT.
FORCE MAJEURE SHALL INCLUDE, WITHOUT LIMITATION:
FIRE, STORM,
EARTHQUAKE, FLOOD, ACTS OF STATE, WAR OR CIVIL UNREST, LABOR DISPUTE, INABILITY
TO OBTAIN LABOR OR MATERIALS, AND PROLONGED SHORTAGE OF ENERGY OR ANY OTHER
SUPPLIES.
(N)
"GOOD DISTRIBUTION PRACTICE" SHALL MEAN THAT
PRACTICE OF PURCHASING, STORING AND SHIPPING A REGULATED PHARMACEUTICAL PRODUCT
AND BILLING TO AND COLLECTING FROM CUSTOMERS FOR A REGULATED PHARMACEUTICAL
PRODUCT IN ACCORDANCE WITH LEGAL REQUIREMENTS AND THE STANDARDS AND CUSTOMARY
INDUSTRY COMMERCIAL PRACTICES.
(O)
"INCLUDED PATIENT" SHALL MEAN AN INDIVIDUAL
DIAGNOSED WITH PULMONARY ARTERIAL HYPERTENSION ("PAH") WHO IS PRESCRIBED UT
PRODUCT.
(P)