Merck Business definition

Merck Business means all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or its Subsidiaries, other than the Organon Business.
Sample 1Sample 2Sample 3
Merck Business means the development, manufacture, and marketing of human or animal health products; provided, however, that to the extent any such activities relate to the conduct of the pharmaceutical benefits management business by the Medco Group in accordance with Medco's practices in place prior to the Distribution Date, such activities shall not constitute any part of the Merck Business.
Sample 1Sample 2Sample 3
Merck Business has the meaning set forth in the Separation Agreement.
Sample 1Sample 2

Examples of Merck Business in a sentence

  • Except as may otherwise be agreed by the Parties, the Parties shall not seek to assign any account receivable or account payable relating to both the Merck Business and the Organon Business and all Assets and Liabilities associated with such accounts receivable and accounts payable shall be retained by Merck.

  • Merck shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Merck Business, whether or not the Privileged Information is in the possession or under the control of Merck or a Merck Subsidiary or Organon or an Organon Subsidiary.

  • Merck Business" means the development, manufacture, and marketing of human or animal health products; provided, however, that to the extent any such activities relate to the conduct of the pharmaceutical benefits management business by the Medco Group in accordance with Medco's practices in place prior to the Distribution Date, such activities shall not constitute any part of the Merck Business.

  • For all Pre-Distribution Tax Periods, (i) Merck shall be responsible for any and all Non-Income Taxes that are attributable to the Merck Business, and (ii) Organon shall be responsible for any and all Non-Income Taxes that are attributable to the Organon Business.

  • The Parties shall utilize the procedures set forth in Article VIII to resolve any disputes as to whether any information relates solely to the Merck Business, solely to the Organon Business, or to both the Merck Business and the Organon Business.

  • To the extent that the Parties’ respective share of costs and liability with respect to any such Proceeding is not set forth on Schedule 5.04, the Parties shall negotiate in good-faith to allocate responsibility for such costs and liability based on the extent to which such Proceeding relates, on the one hand, to Organon, the Organon Business, an Organon Asset and an Organon Liability, and, on the other hand, Merck, the Merck Business, a Merck Asset and a Merck Liability.

  • To the extent that the Parties’ respective share of costs and liability with respect to 47any such Proceeding is not set forth on Schedule 5.04, the Parties shall negotiate in good-faith to allocate responsibility for such costs and liability based on the extent to which such Proceeding relates, on the one hand, to Organon, the Organon Business, an Organon Asset and an Organon Liability, and, on the other hand, Merck, the Merck Business, a Merck Asset and a Merck Liability.

  • The provision by Organon to Merck of any Tangible Information specifically related to the Merck Products or the Merck Business that is contained within physical records in response to a request from Merck, that is not being provided under a Service in the Transition Services Schedule, will follow the process outlined in Schedule 5.

  • Section 2.6 Determination of Tax Attributable to Merck Business and Organon Business.(a) For purposes of this Article II, the amount of Taxes attributable to either the Merck Business or Organon Business for any Tax Period shall be determined by Merck, in Merck’s sole discretion, in a manner consistent with the past return filing practices (if any) of the Merck Group with respect to the relevant Tax Return (including any past accounting methods, elections and conventions).(b) Limitation.

  • Section 2.6 Determination of Tax Attributable to Merck Business and Organon Business.(a) For purposes of this Article II, the amount of Taxes attributable to either the Merck Business or Organon Business for any Tax Period shall be determined by Merck, in Merck’s sole discretion, in a manner consistent with the past return filing practices (if any) of the Merck Group with respect to the relevant Tax Return (including any past accounting methods, elections and conventions).(b) Limitation.

Related to Merck Business

  • Company Business means the business of the Company and its Subsidiaries as presently conducted.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • Licensed Business means the activities connected with the conveyance of

  • Supply Business means the licensed business of the Licensee and anyaffiliate or related undertaking of the Licensee as a Supplier but shall not include the business carried out by the Board in its capacity as public electricity supplier;

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Micro Business means a company which either:

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • food business means any undertaking, whether for profit or not and whether public or private, carrying out any of the activities related to any stage of production, processing and distribution of food;

  • Parent Business shall have the meaning set forth in the Separation and Distribution Agreement.

  • Branch business means any insurance business transacted by a branch captive insurance company in this State.

  • Minority Business means a business:

  • Alarm business means the business by any individual, partnership, corporation, or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving or installing any alarm system or causing to be sold, leased, maintained, serviced, repaired, altered, replaced, moved or installed any alarm system in or on any building, structure or facility.

  • Public business means and includes all matters which relate in any way, directly or indirectly, to the performance of the public body’s functions or the conduct of its business.

  • Generation Business means the licensed business (if any) of the Licenseeand any affiliate or related undertaking of the Licensee in the generation of electricity or the provision of Ancillary Services;

  • home business means a business, service or profession carried out in a dwelling or on land around a dwelling by an occupier of the dwelling which —

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • food business operator means the natural or legal persons responsible for ensuring that the requirements of food law are met within the food business under their control;

  • Microbusiness means a licensee that may act as a cannabis

  • Financial Services Business for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services. (C) The term "Managerial Responsibilities" for purposes of this Unit Agreement shall mean managerial and supervisory responsibilities and duties that are substantially the same as that Grantee is performing for SunTrust or a SunTrust Affiliate on the date of this Unit Agreement. (D) The term "SunTrust Affiliate" for purposes of this Unit Agreement shall mean any corporation which is a subsidiary corporation (within the meaning of §424(f) of the Code) of SunTrust except a corporation which has subsidiary corporation status under §424(f) of the Code exclusively as a result of SunTrust or a SunTrust Affiliate holding stock in such corporation as a fiduciary with respect to any trust, estate, conservatorship, guardianship or agency. (E) The term "Territory" for purposes of this Unit Agreement shall mean the states of Alabama, Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and the District of Columbia, which are the states and Territories in which SunTrust has significant operations on the date of this Unit Agreement. (F) "Trade Secret" for purposes of Unit Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from it is disclosure or use, and (ii) is the subject of reasonable efforts by SunTrust or a SunTrust Affiliate to maintain its secrecy.

  • Excluded Business has the meaning set forth in Section 6.10.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Covered Business means (A) during the term, any business in which the Company is engaged and (B) after the Term, any business in which the Company was engaged as of the end of the Term.

  • Qualified high-technology business means a business that is either of the following:

  • Core Business means any material line of business conducted by the Borrower and its Subsidiaries as of the Closing Date and any business reasonably related or incidental thereto.

  • Business operations means engaging in commerce in any form, including by acquiring, developing, maintaining, owning, selling, possessing, leasing, or operating equipment, facilities, personnel, products, services, personal property, real property, or any other apparatus of business or commerce.