MEDICINES CO /DE filed this form 8-K on 4 Dec 2017
code, and databases, copyrights in and to the foregoing, together with common law rights and moral rights therein, rights of publicity and privacy, and any applications and registrations therefor, including extensions, renewals, restorations, reversions, derivatives, translations, localizations, adaptations and combinations of the above (collectively, “Copyrights”); (d) mask works and any applications, registrations and renewals for any of the foregoing; and (e) data, databases, trade secrets techniques, non-public information (proprietary or otherwise), processes, including any trade secrets under applicable Law (collectively, “Trade Secrets”).
“Intellectual Property Assignment Agreements” means the assignments of Sellers’ right, title and interest in and to the registrations and applications related to the Transferred Intellectual Property substantially in the form of Exhibit C hereto, assigning such right, title and interest in and to such Transferred Intellectual Property to Buyer, as appropriate.
“Interim Financial Statements” has the meaning set forth in Section 4.5(a).
“Inventory” means, as of the Closing, (a) all inventory of finished Product owned by Seller Parent or any of its Subsidiaries, whether or not Labeled, (b) all Product work-in-progress owned by Seller Parent or any of its Subsidiaries and (c) all other inventory primarily related to or used primarily in connection with the Business, including raw materials, active pharmaceutical ingredients, excipients, intermediaries, reagents, packaging, work-in-process, finished goods, spare parts and shop and production supplies, in each case whether imported, provided from contract manufacturers or otherwise and whether located at a facility of Seller Parent or any of its Subsidiaries, at a wholesaler or in transit.
“IRS” means the United States Internal Revenue Service.
“Know-How” means all non-public information, proprietary or otherwise, owned or held by or licensed to Seller Parent or any of its Subsidiaries as of the date of this Agreement or at Closing.
“Labeling” (and the correlative terms “Label” and “Labeled”) shall be as defined in Section 201(k), (m) of the FDCA (21 U.S.C. § 321(k), (m)) and other comparable foreign Law relating to the subject matter thereof, including the applicable Product’s label, packaging and package inserts accompanying such Product, and any other written, printed, or graphic materials accompanying such Product, including patient instructions or patient indication guides.
“Law” means each provision of any national, supranational, federal, state, provincial, local, municipal or foreign, civil and criminal law, common law, constitution, statute, regulation, legislation, ordinance, Order, code, proclamation, treaty, convention, rule, ruling, directive, requirement, determination, decision, opinion or interpretation, promulgated, adopted, enacted, implemented, issued, passed, approved, or otherwise put into effect by or under the authority of any Governmental Authority.
“Liability” means, with respect to any Person, any debt, liability, duty or obligation of such Person, whether known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or