trademarks, service marks, trade names, trade dress, corporate names, logos, in each case whether or not registered, together with derivations and combinations thereof, and common law rights thereto, and the goodwill associated with the foregoing, and applications (including intent to use applications), registration and renewals of the foregoing (collectively, Marks); and (d) published and unpublished works of authorship including computer software programs, applications, source code and object code, and databases, copyrights in and to the foregoing, together with common law rights and moral rights therein, and any applications and registrations therefor, including extensions, renewals, restorations, reversions, derivatives, translations, localizations, adaptations and combinations of the above.
Inventory means, as of the Closing, (a) all inventory of finished Product owned by Seller or any of its Subsidiaries, whether or not Labeled, (b) all Product work-in-progress owned by Seller or any of its Subsidiaries and (c) all other Product inventory, including of any Compound, clinical supplies, raw materials, assays, active pharmaceutical ingredients, excipients, intermediaries, reagents, isotopes, animal models, xenograft models and all other biological and other materials (including forms, fragments and derivatives of any Compound), packaging, work-in-process, and finished goods, in each case, held for use specifically in connection with the manufacture of any Compound or Product, whether located at a facility of Seller or any of its Subsidiaries, at a contract manufacturer or in transit.
Inventory Value means the amount, expressed in Euros, of the fair value of the Inventory, as of the Closing Date, determined in accordance with IFRS.
IRS means the United States Internal Revenue Service.
ITA means the Income Tax Act, R.S.C., 1985, c. 1 (5th supplement).
Know-How and Information means data (biologic, chemical, CMC, non-clinical, pre-clinical, clinical and otherwise), information, know-how, proprietary information, trade secrets, prototypes, techniques, research results, inventions, discoveries, other technology (including any proprietary models and any routes and methods for synthesis), procedures, tests, criteria for patient selection, and all other data and information, in each case whether or not patentable or copyrightable.
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 non-U.S. Law relating to the subject matter thereof, including the applicable Products label, packaging and package inserts accompanying such Product, and any other written, printed, or graphic materials accompanying such Product, including patient instructions or patient medication guides.
Law means each provision of any national, territorial, multinational, 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.