Definitions and Interpretation

Definitions and Interpretation. 1.1 Incorporation of defined terms (a) Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Agreement. (b) The principles of construction and rules of interpretation referred to set out or referred to in the Schedule shall have effect as if set out in this Agreement.

Definitions and Interpretation. 1.1 Certain Definitions. (a) Capitalized terms used but not defined in this Agreement shall have the respective meanings assigned to them in Appendix A (Definitions, Rules of Construction and General Terms and Conditions). (b) As used herein, the term "Agreement" means this Flash Alliance Master Agreement together with any Exhibits, Schedules, Appendices and Attachments hereto. 1.2 Additional Definitions. The following capitalized terms used in this Agreement shall have the respective meanings... assigned in this Agreement: View More

Definitions and Interpretation. In this Agreement the following expressions shall have the following meanings: "Agreement" means this agreement, including its recitals, with the attached Schedules. "Compound Know-How and First Product Know- How" means the Elan Know-How that is or will be disclosed to Acorda in relation to the Compound or to the First Product under the License or Supply Agreement. For clarity and avoidance of doubt this term shall not include any... knowledge, information, trade secrets, data or expertise which is generated or created by Elan in any Further Development Plan activities. "Compound and First Product Know-How License" has the meaning set forth in Clause 4.7. "Development Product" means the Product developed by Acorda and Elan pursuant to this Agreement, the Further Development Plan and one or more Work Plans, which Product incorporates the Development Technology. "Development Product" does not include the "First Product" but is a "Product" under the License Agreement. "Development Product Supply Agreement" has the meaning set forth in Clause 9. "Development Technology" means the technology which is developed by Elan and/or Acorda pursuant to this Agreement. "First Product" means that specific formulation (twice daily) of the Product that is marketed as of the Effective Date in the United States under the trademark "Ampyrafl". "Further Development means the development plan for the Development Product, Plan" which as of the Effective Date is set out in Schedule 1, as it may be amended by Elan and Acorda from time to time and set out in any amendment to the Further Development Plan that may be generated in accordance with Clause 3.2 of this Agreement. "Non-Elan Developer" means any individual or entity other than Elan (including Acorda). "Non-Elan Development means a formulation of Compound or an Alternate Product" Compound developed or to be developed by a Non-Elan Developer to meet the Selection Criteria. For clarity, "Non-Elan Development Product" shall not be regarded as a "Product" for the purposes of the License and Supply Agreement or this Agreement. "Non-Elan Development Product Supply Agreement" has the meaning set forth in Clause 10.4.1 "Non-Elan Party Election" has the same meaning as that set forth in Clause 10.2. "Selection Criteria" means the target criteria for the Development Product and for each Non-Elan Development Product, as specified to Non-Elan Developers and as may be amended from time to time, which as of the Effective Date are set forth in Schedule 3. "Work Plan" means each written plan for development of Product agreed upon by Acorda and Elan, which Work Plan sets forth the goals of the work, allocates the responsibilities of the parties for conducting the work, timelines, and any other terms and conditions agreed upon between the parties. All Work Plans shall be consecutively numbered and, upon execution by authorized representatives of the parties, shall be incorporated by reference into this Agreement. 1.2.Interpretation: In this Agreement: 1.2.1.capitalised expressions not specifically defined in this Agreement shall have the same meaning as in the License and Supply Agreement, as applicable; 1.2.2.references to clauses are to clauses of this Agreement unless stated otherwise; and 1.2.3.this Agreement shall otherwise be interpreted in the same manner as the License and Supply Agreement. For clarity, the Development Plan does not apply to the Development Product or the Non-Elan Development Product. View More

Definitions and Interpretation. 1.1 Capitalised terms used in this German Security Assignment Agreement (the Agreement) shall, except where the context otherwise requires and save where otherwise defined in this Agreement, have the meanings given to them in the Master Definitions Agreement entered into between, inter alia, the Parties on 23 September 2009, and amended on 30 March 2010 and on 27 September 2010 (the Master Definitions Agreement). This Agreement shall be construed in accordance with the principles of... construction set out in the Master Definitions Agreement. View More

Definitions and Interpretation. 1.1. Words and expressions defined in the SPA shall bear the same meanings in this Amendment Agreement. 1.2. The rules of construction in schedule 9 to the SPA shall apply to this Amendment Agreement.

Definitions and Interpretation. Words and expressions used in this Agreement shall be interpreted in accordance with Clause 1 (Definitions and Interpretation).

Definitions and Interpretation. (a) In this Agreement: "Pre-Amendment Global Transfer Agreement" means the agreement so entitled dated on or about the date of this Agreement between, among others, the Company and the Intercreditor Agent; and "Post-Amendment Global Transfer Agreement" means the agreement so entitled dated on or about the date of this Agreement between, among others, the Company and the Intercreditor Agent. (b) Unless a contrary indication appears, a term defined in or by reference in Schedule 2 (Amended... Common Terms Agreement) or, if not defined in or by reference in the Schedule, the Deed of Appointment and Priority has the same meaning in this Agreement. (c) The principles of construction and rules of interpretation set out in Schedule 2 (Amended Common Terms Agreement) shall have effect as if set out in this Agreement. View More

Definitions and Interpretation. 1.1 In this Deed, unless the context requires otherwise or unless otherwise specified, the words and expressions defined in the SPA shall have the same meanings in this Deed. 1.2 In this Deed, the provision of Clauses 1, 12 to 24 (inclusive), 27 and 28 of the SPA shall be deemed to be incorporated herein brevitatis causa.

Definitions and Interpretation. 1.1 Unless otherwise defined in this Agreement or the context otherwise requires, words and expressions used in this Agreement have the meanings and constructions ascribed to them as set out in Clause 1.1 of the Master Definitions Agreement which is dated 27 April 2012 between, inter alia, the parties hereto (as the same may be amended, varied or supplemented from time to time with the consent of the parties to this Agreement, the "Master Definitions Agreement"). Clause 1.2 of the Master... Definitions Agreement is incorporated herein by reference. Accordingly, this Agreement shall be construed in accordance with the principles of construction and interpretation set out in such Clause 1.2 of the Master Definitions Agreement. The Common Terms apply to this Agreement and shall be binding on the parties to this Agreement as if set out in full herein. View More

Definitions and Interpretation. Terms and expressions defined or specifically interpretated in the Prior Amended Agreement shall have the same meanings or interpretations in this Agreement, except where the context requires otherwise.