Law means any foreign, federal, state and local law (including common law), statute, code, ordinance, rule, regulation (including zoning and building code), Order or other requirement.
Legal Proceeding means any judicial, administrative or arbitral actions, suits, mediations, investigation, inquiry, proceedings (public or private) or claims (including counterclaims) by or before a Governmental Authority or arbiter.
Liability means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due) and including all costs and expenses relating thereto.
Licensed Intellectual Property means the Patents, Know-How and Biological Materials licensed to Spinco under the License Agreement or the Sublicense Agreements.
Lien means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, charge, condition, restriction, covenant, purchase option, lease, sublease or other third party right, right of first refusal, easement, right of way, servitude, transfer restriction, encroachment, reservation or title defect of any kind or nature.
Lonza License Agreement means the Letter Agreement, dated April 16, 2009, between Lonza Sales AG and MedImmune, LLC, incorporating the terms of the License and Services Agreement, dated January 21, 2005, as amended by an amendment agreement, effective as of March 20, 2009, between AstraZeneca AB and (by novation) Lonza Sales AG.
Losses means all damages, losses, claims, Liabilities, demands, charges, suits, penalties, costs and Expenses.
MAA or Marketing Authorization Application means an application to the appropriate Regulatory Authority for approval to market a Product (but excluding price approval) in any particular jurisdiction (including a BLA in the U.S.) and all amendments and supplements thereto.
Mabkine Competing Product means any medicinal product for the treatment, prevention or diagnosis of any Covered Autoimmune Disease, including inflammatory bowel disease, that comprises or contains a biologic agent (e.g., a peptide) that specifically binds both to TNF and IL10 Receptor simultaneously as its intended primary targets, thereby inhibiting TNF-mediated receptor activation and activating IL-10 receptor signaling; provided that, for clarity, neither the molecule identified as [***] nor any product comprising or containing such molecule shall be a Competing Product for the purpose of Section 7.9.
Material Adverse Effect means any fact, event, change, development, condition, circumstance or effect that, individually or in the aggregate, (A) has, or would reasonably be expected to have, a material adverse effect on the Programs and the Acquired Assets taken as a whole, or (B) prevents or materially impairs or delays, would be reasonably expected to prevent or materially impair or delay, the ability of the AZ Parties to perform their obligations hereunder,
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.