Related Definitions. For purposes of this Annex, the following terms, when capitalized, shall have the following meanings:
Related Definitions. This Section uses the following defined terms:
Related Definitions. (i) A “Payment Date” shall mean a date on which Partners are required to make Capital Contributions to the Partnership, which date:
Related Definitions. Whenever the words or terms “comprising,” “containing,” “having,” “include,” includes,” “including,” “such as,” “for example,” “an example,” “examples,” “e.g.,” “for further clarification” or the like are used in this Agreement, they shall be understood to be followed by the words “without limitation” or “but without limitation”. The terms “a,” “an,” and “the” and the use of such terms or nouns in definitions in either the singular or the plural are to be construed to cover both the singular and the plural unless otherwise noted.
Related Definitions. 3.5.1 The term “
Related Definitions. As used herein, the following words and phrases have the following meanings:
Related Definitions. The term “
Related Definitions. The term “Sale” means any bona fide transaction for the sale, use, lease, transfer or other disposition of a Licensed Product to a third party for which consideration is received or expected by Company or its Affiliate or sublicensee. A Sale is deemed completed at the time that Company or its Affiliate or sublicensee invoices, ships or receives payment for a Licensed Product, whichever occurs first. The term “Quarter” means each three-month period beginning on January 1, April 1, July 1 and October 1. The term “Net Sales” means the consideration received or expected from, or the fair market value attributable to, each Sale, less Qualifying Costs that are directly attributable to a Sale, specifically identified on an invoice or other documentation and actually borne by Company or its Affiliates or sublicensees. For purposes of determining Net Sales, the words “fair market value” mean the cash consideration that Company or its Affiliates or sublicensees would realize from an unrelated buyer in an arms’ length sale of an identical item sold in the same quantity and at the time and place of the transaction. The term “Qualifying Costs” means: (a) customary trade, cash and quantity discounts and inventory management fees paid to wholesalers and distributors; (b) credits, chargebacks, retroactive price reductions, rebates, refunds or claims or returns that do not exceed the original invoice amount; (c) outbound transportation expenses and transportation insurance premiums; (d) sales and use taxes, tariffs, customs duties, excises and other taxes and fees imposed by and indefeasibly paid to a governmental agency (other than taxes on income), (e) negotiated payments made to private sector and government third party payors (e.g., PBMs, HMOs and PPOs) and purchasers/providers (e.g., staff model HMOs, hospitals and clinics), regardless of the payment mechanism, including without limitation rebate, chargeback and credit mechanisms; and (f) discounts under discount prescription drug programs and reductions for coupon and voucher programs.
Related Definitions. “‘Compound’ means any compound (including without limitation, any small molecule or any biomolecule) other than a polynucleotide compound that decreases the amount of activity of microsomal triglyceride transfer protein.” “‘Field’ means the prevention, treatment or control of any animal disease, disorder or condition. For the avoidance of doubt, the Field does not include the prevention, treatment or control of any human disease, disorder of condition.”
Related Definitions. Section 1.1 of the Credit Agreement is amended to add the following definitions in the appropriate alphabetical order:
