Counterparty means Vertex Pharmaceuticals Incorporated, a Massachusetts corporation.
Counterparty Agreement means that certain Research, Development and Commercialization Agreement between Counterparty and the Seller dated May 24, 2004, as amended by Amendment No. 1 thereto dated January 6, 2006, Amendment No. 2 thereto dated as of January 1, 2006, a letter agreement styled as Amendment No. 3 thereto dated November 20, 2006, a letter agreement styled as Amendment No. 4 thereto dated August 20, 2007, Amendment No. 5 thereto dated as of April 1, 2011 and Amendment No. 6 thereto dated March 29, 2012, together with that certain letter agreement dated April 18, 2013 from Counterparty to the Seller and that certain letter agreement dated October 17, 2014 from Counterparty to the Seller.
Counterparty Instruction means the irrevocable direction to Counterparty in the form set forth in Exhibit B.
Deposit Account has the meaning set forth in Section 5.11.
Deposit Account Agreement has the meaning set forth in Section 5.11.
Depositary Bank has the meaning set forth in Section 5.11.
Dollar or the sign $ means United States dollars.
Drug Product has the meaning set forth in Section 1.5 of Amendment No. 1 to the Counterparty Agreement, dated January 6, 2006.
ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
Excess Royalties has the meaning set forth in Section 2.1(f).
Excluded Liabilities and Obligations has the meaning set forth in Section 2.3.
Field shall mean the treatment of cystic fibrosis.
First Agreement has the meaning set forth in the preamble.
Fixed Amount shall mean (a) [***] plus (b) the aggregate amount of all unsatisfied claims for indemnification under clauses (iii), (iv) and (v) of the Section 7.1 of the First Agreement, pursuant to the terms therein.
GAAP means generally accepted accounting principles in effect in the United States from time to time.
Governmental Authority means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority (including supranational authority), commission, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.