HAVING THE RIGHT TO VOTE FOR THE ELECTION
OF DIRECTORS OF SUCH PERSON AND (B) IN THE CASE OF A PERSON THAT IS NOT A
CORPORATE ENTITY, THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO
DIRECT, OR CAUSE THE DIRECTION OF, THE MANAGEMENT OR POLICIES OF SUCH PERSON,
WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE.
SECTION 1.2
"BANKRUPTCY CODE" MEANS 11 U.S.C §§ 101-1330, AS
AMENDED.
SECTION 1.3
"CONFIDENTIAL INFORMATION" MEANS NON-PUBLIC INFORMATION
DISCLOSED BY THE COMPANY TO THE PURCHASER RELATING TO THE PRODUCTS, LICENSED
PATENT RIGHTS OR LICENSED KNOW-HOW, BUT SPECIFICALLY EXCLUDING PRODUCT CLINICAL
DATA DISCLOSED IN CONNECTION WITH THE CLINICAL DEVELOPMENT OF, OR REGULATORY
APPROVAL FOR, A PRODUCT.
*CONFIDENTIAL TREATMENT REQUESTED
1
SECTION 1.4
"CONTROL" AND COGNATES THEREOF MEANS, WITH RESPECT TO
ANY LICENSED KNOW-HOW, PATENT RIGHTS OR CONFIDENTIAL INFORMATION, THE POSSESSION
BY A PARTY, WHETHER DIRECTLY OR THROUGH AFFILIATES OF SUCH PARTY, OF THE ABILITY
TO GRANT THE RIGHT TO ACCESS OR USE, OR TO GRANT A LICENSE OR THE RIGHT TO
DISCLOSE OR TRANSFER SUCH LICENSED KNOW-HOW, PATENT RIGHTS OR CONFIDENTIAL
INFORMATION, WITHOUT VIOLATING THE TERMS OF ANY AGREEMENT OR OTHER WRITTEN
ARRANGEMENT WITH, OR THE RIGHTS OF ANY THIRD PARTY.
SECTION 1.5
"COVER" AND COGNATES THEREOF MEANS, WITH RESPECT TO A
PRODUCT, THAT, BUT FOR A LICENSE GRANTED TO A PARTY UNDER A VALID CLAIM, THE
DEVELOPMENT OR COMMERCIALIZATION OF SUCH PRODUCT WOULD INFRINGE SUCH VALID
CLAIM.
SECTION 1.6
"FIELD" MEANS ALL CURRENT AND FUTURE INDICATIONS,
PURPOSES AND USES FOR THE PRODUCT.
SECTION 1.7
"FDA" MEANS THE U.S. FOOD AND DRUG ADMINISTRATION.
SECTION 1.8
"GOVERNMENTAL AUTHORITY" MEANS ANY COURT, TRIBUNAL,
ARBITRATOR, ARBITRATIONAL PANEL OR AUTHORITY, AGENCY, COMMISSION, OFFICIAL OR
OTHER INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER COUNTRY, OR ANY
SUPRA-NATIONAL ORGANIZATION, STATE, COUNTY, CITY OR OTHER POLITICAL SUBDIVISION
OR ANY SELF-REGULATORY ORGANIZATION.
SECTION 1.9
"IMPROVEMENTS" MEANS ANY IMPROVEMENTS, MODIFICATIONS,
DEVELOPMENTS OR INVENTIONS WHICH A PARTY MAY MAKE TO THE PRODUCT INTELLECTUAL
PROPERTY AFTER THE EFFECTIVE DATE.
SECTION 1.10
"LICENSED KNOW-HOW" MEANS ALL INVENTIONS, METHODS,
PROCESSES, TECHNIQUES, IMPROVEMENTS, DESIGNS, FORMULAE, SPECIFICATIONS, AND
TECHNICAL, SCIENTIFIC AND BUSINESS INFORMATION (INCLUDING, WITHOUT LIMITATION,
ALL BIOLOGICAL, CHEMICAL, PHARMACOLOGICAL, TOXICOLOGICAL, CLINICAL AND ASSAY
INFORMATION, DATA AND ANALYSES), WHETHER OR NOT PATENTABLE, WHICH ARE CONTROLLED
BY THE COMPANY AND WHICH RELATE TO THE LICENSED PATENT RIGHTS OR THE PRODUCT IN
ANY WAY, IN ANY FIELD OR FOR ANY PURPOSE AND IN WHATEVER FORM EXISTING
(INCLUDING, WITHOUT LIMITATION, PAPER, NOTEBOOKS, BOOKS, FILES, LEDGERS,
RECORDS, TAPES, DISCS, DISKETTES, CD-ROM AND ANY OTHER MEDIA ON WHICH THE
FOREGOING CAN BE STORED).
SECTION 1.11
"LICENSED PATENT RIGHTS" MEANS (A) THE PATENT RIGHTS SET
FORTH ON EXHIBIT A HERETO, (B) COUNTERPARTS OF THE PATENT RIGHTS SET FORTH ON
EXHIBIT A IN ANY COUNTRY OF THE WORLD AND (C) ALL OTHER PATENT RIGHTS OWNED OR
LICENSED BY THE COMPANY AND RELATED IN ANY WAY TO THE PRODUCT.
SECTION 1.12
"NET SALES" MEANS THE AGGREGATE AMOUNT INVOICED ON
ACCOUNT OF SALES OF A PRODUCT BY THE PURCHASER OR ANY OF