PRICE.
1.132
"JOINT COMMERCIALIZATION COMMITTEE" OR "JCC" SHALL
HAVE THE MEANING SET FORTH IN SECTION 2.4(A).
13
1.133
"JOINT DEVELOPMENT COMMITTEE" OR "JDC" SHALL HAVE THE
MEANING SET FORTH IN SECTION 2.3(A).
1.134
"JOINT EXECUTIVE COMMITTEE" OR "JEC" SHALL HAVE THE
MEANING SET FORTH IN SECTION 6.1 OF THE OPERATING AGREEMENT.
1.135
"JOINT FINANCE COMMITTEE" OR "JFC" SHALL HAVE THE
MEANING SET FORTH IN SECTION 2.5(A).
1.136
"JOINT INVENTIONS" SHALL MEAN (A) ANY AND ALL
INFORMATION AND INVENTIONS PERTAINING SPECIFICALLY TO THE COMBINATION PRODUCT
(WHETHER OR NOT PATENTABLE; AND IMPROVEMENTS THERETO) CONCEIVED, DISCOVERED,
DEVELOPED OR OTHERWISE MADE, AS NECESSARY TO ESTABLISH AUTHORSHIP OR
INVENTORSHIP UNDER UNITED STATES COPYRIGHT OR PATENT LAW, AS THE CASE MAY BE, BY
OR ON BEHALF OF BMS OR ITS AFFILIATES, GILEAD OR ITS AFFILIATES, THE JV, OR
JOINTLY ANY COMBINATION OF THEM, IN THE COURSE OF, AS A RESULT OF OR IN
CONNECTION WITH THE PROJECT ACTIVITIES CONDUCTED PURSUANT TO THE DEVELOPMENT
PLAN OR IN CONNECTION WITH CO-FUNDED CLINICAL TRIALS; AND (B) ANY DUAL
IMPROVEMENT.
1.137
"JOINT KNOW-HOW" MEANS ALL INFORMATION AND INVENTIONS
INCLUDED IN THE JOINT INVENTIONS THAT ARE NOT GENERALLY KNOWN, BUT EXCLUDING ANY
INFORMATION AND INVENTIONS TO THE EXTENT CLAIMED BY THE JOINT PATENTS.
FOR THE
AVOIDANCE OF DOUBT, "JOINT KNOW-HOW" SHALL INCLUDE ALL CLINICAL DATA FROM THE
PROPOSED BIOEQUIVALENCE STUDY CONTEMPLATED BY THE DEVELOPMENT PLAN.
1.138
"JOINT PATENTS" SHALL MEAN ANY PATENTS TO THE EXTENT
THAT SUCH PATENTS CLAIM JOINT INVENTIONS.
1.139
"JOINT TECHNOLOGY" SHALL MEAN, COLLECTIVELY, THE JOINT
KNOW-HOW AND THE JOINT PATENTS.
1.140
"JV" SHALL HAVE THE MEANING SET FORTH IN THE FIRST
PARAGRAPH OF THIS AGREEMENT.
1.141
"JV EXPENSES" SHALL MEAN ALL DIRECT, OUT-OF-POCKET
EXPENSES THAT GILEAD OR BMS MAY INCUR (OR CAUSE THEIR AFFILIATES TO INCUR) IN
PERFORMING THE PROJECT ACTIVITIES ON BEHALF OF THE JV.
FOR THE AVOIDANCE OF
DOUBT, WITH RESPECT TO ANY JV EXPENSES INCURRED BY A MEMBER PARTY (OR ITS
AFFILIATES), SUCH EXPENSES ARE CHARGEABLE TO THE JV BY SUCH MEMBER PARTY ONLY IF
SUCH EXPENSES CONSTITUTE AUTHORIZED EXPENSES.
1.142
"KEY REGULATORY SUBMISSIONS" SHALL HAVE THE MEANING
SET FORTH IN SECTION 3.4(A).
1.143
"LAUNCH" SHALL MEAN, WITH RESPECT TO THE TERRITORY,
EITHER (A) THE DATE ON WHICH THE COMBINATION PRODUCT IS FIRST SHIPPED BY OR ON
BEHALF OF THE JV FOR COMMERCIAL SALE TO THIRD PARTIES OR (B) FOR ANY GENERIC
VERSION PRODUCT REFERRED TO IN SECTION 14.5, THE DATE ON WHICH IT IS FIRST
AVAILABLE FOR COMMERCIAL SALE AND PURCHASE, AS THE CASE MAY BE.
14
1.144
"LOSSES" SHALL MEAN JUDGMENTS, FINES, AMOUNTS PAID IN
SETTLEMENT, AND OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES)
REASONABLY INCURRED BY A PARTY (OR OTHER INDEMNITEE AS PROVIDED IN SECTION 13)
IN A PROCEEDING.
1.145
"[*]" SHALL HAVE THE MEANING SET FORTH IN ANNEX Q.
1.146
"MANUFACTURE" OR "MANUFACTURING" MEANS, WITH RESPECT
TO A PRODUCT OR COMPOUND, THE MANUFACTURING, PROCESSING, FORMULATING, PACKAGING,
LABELING, HOLDING, AND QUALITY CONTROL TESTING OF SUCH PRODUCT OR COMPOUND.
1.147
"MANUFACTURING PROCESS" SHALL MEAN ANY PROCESS OR STEP
THEREOF THAT IS