in the Sanofi Territory, including employees of, and contract
sales organizations engaged by, Sanofi who are qualified to do so pursuant to
the terms and conditions of this Agreement.
1.67
"Sample Distribution" means the distribution to a
physician's office of (a) a voucher for free Product or (b) free Product
packaged as a complimentary trial for use by patients in the Sanofi Territory
and in accordance with Applicable Law.
1.68
"Sanofi API Supply Agreement" means that certain
Commercial Supply Agreement, between Vivus and Sanofi Chimie, effective as of
January 1, 2014.
1.69
"Sanofi Background Technology" means Sanofi's
intellectual property used by Sanofi or its Affiliates in exercising their
rights and/or performing their obligations hereunder or under the Technology
Transfer and Development Services Agreement, including any patented technology,
know-how, trade secrets that was in Sanofi's possession prior to the disclosure
by Vivus of the Vivus Know-How or Vivus' Confidential Information, is later
generated or acquired by Sanofi outside the scope of this Agreement,
independently from and without use of or
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS
REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
8
reference to the Vivus Technology.
1.70
"Sanofi Indemnitees" has the meaning set forth in
Section 10.1.
1.71
"Sanofi Know-How" means all Information (excluding
any patents and patent applications) that is Controlled by Sanofi or any
Affiliate as of the Effective Date or during the Term and is necessary for the
Development of the Product in the Field, provided however that, as used in this
Agreement, the term "Sanofi Know-How" shall exclude the Sanofi Background
Technology and the Sanofi Severable Improvements. For clarity, Sanofi Know-How
shall also exclude the Vivus Know-How licensed to Sanofi hereunder.
1.72
"Sanofi Manufacturing Territory" shall mean the
entire world except the Democratic People's Republic of Korea (North Korea), the
Republic of Korea (South Korea), Singapore, Malaysia, Thailand, Vietnam and the
Philippines.
1.73
"Sanofi Patents" means all Patents (a) that are
Controlled by Sanofi or any Affiliate as of the Effective Date or during the
Term and (b) that Cover the Product.
As used in this Agreement, the Sanofi
Patents do not include: (a) any Patent Covering the Sanofi Background Technology
and/or the Sanofi Severable Improvements; (b) the Vivus Patents licensed to
Sanofi hereunder and (c) Sanofi's ownership interest in any Joint Patent.
1.74
"Sanofi Product Manufacturing Agreement" means that
certain Manufacturing and Supply Agreement between Vivus and Sanofi Winthrop
Industrie that, as of the Effective Date, is being negotiated between the
Parties.
1.75
"Sanofi Severable Improvements" means improvements
to the Manufacturing process(es) of the Product that are made by or on behalf of
Sanofi or its Affiliates and that are not Product-specific but can be used for
other products.
1.76
"Sanofi Technology" means the Sanofi Patents and
Sanofi Know-How.
1.77
"Sanofi Territory" means all the countries of
Africa, the Middle East-Turkey, and Eurasia, as detailed