Claim Dispute Notice
10.04
Closing
3.01(a) Closing Date
3.01(a) Compliance Report
8.04(b)(iii)
Direct Claim Notice
10.04 Excluded Assets
2.01(b) Excluded Liabilities
2.02(b) Exercise Notice
8.04(b)(iv) FDA Permits
2.01(a)(ii) Field Force
8.04(b)(i) Field Force Floor
8.04(b)(iv) First Amendment
Recitals First
Position
8.04(b)(i)
6
Term
Section
Future Fentanyl Product
2.04 Indemnitee
10.03(a) Indemnitor
10.03(a)(i)
Independent Auditor
8.03 Intended Use
2.01(a)(a)(A) License Agreement
3.01(b)(v) Losses
10.01 Marketing Period
8.04(b)(ii) Negotiation Notice
2.04 Notice Period
2.04 Option Period
8.04(b)(iv) Party or Parties
Preamble Payment Period
3.02(b) Permits
2.01(a)(iii) Product
Recitals
Product Inventory
2.01(a)(vi) Product Royalties
3.02(d) Purchase Price
3.02(a) Purchaser
Preamble Purchaser Indemnitees
10.01 Quarterly Report
3.02(e) Royalty Period
3.02(d) Sales Milestones
3.02(c) Seller
Preamble
Seller Indemnitees
10.02 State Permits
2.01(a)(iii) Strakan
Recitals
Strakan Assets
Recitals Termination Agreement
Recitals Third Party Claim
10.03(a) Trademark Assignment Agreement
3.01(b)(iv) Transfer Agreement
Recitals Transfer Taxes
9.04 Transferred Contracts
2.01(a)(ii) Transferred
Copyrights
2.01(a)(i)(B) Transferred FDA Permits
2.01(a)(ii) Transferred
Intellectual Property
2.01(a)(i) Transferred Marks
2.01(a)(i)(A)
Transferred State Permits
2.01(a)(
)
Section 1.02. Interpretation. The definitions of the terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any
7
pronoun shall include the corresponding masculine, feminine and neuter forms.
The words "include", "includes" and "including" shall be deemed to be followed
by the phrase "without limitation". The word "will" shall be construed to have
the same meaning and effect as the word "shall". Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth therein); (ii) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof; (iii) the
word "extent" in the phrase "to the extent" means the degree to which a subject
or other thing extends and such phrase does not mean simply "if"; (iv) all
references herein to Articles, Sections, Exhibits or Schedules shall be
construed to refer to Articles, Sections, Exhibits and Schedules of this
Agreement; and (v) the headings contained in this Agreement or any Exhibit or
Schedule and in the table of contents to this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Any matter set forth in any provision, subprovision, section or
subsection of the Schedules to this Agreement shall be deemed set forth for all
purposes of the Schedules hereto to the extent reasonably apparent that such
matter is relevant to another provision, subprovision, section or subsection of
the Schedules hereto. All Schedules attached hereto or referred to herein are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein. Any capitalized terms used in the Exhibits and Schedules attached