Contract Sales Arrangement definition
Contract Sales Arrangement means an arrangement (that is terminable by the Company within three years without payment or penalty) between the Company and a Contract Sales Organization under which such Contract Sales Organization (A) would promote (and would only be granted such rights as are necessary to promote) a Company Pharmaceutical Product for a fee (which may be fixed or based upon a percentage of revenues or otherwise) but (B) would not be granted any research, development, manufacturing, sublicensing or other rights with respect to such Company Pharmaceutical Product or with respect to any Intellectual Property underlying or related to such Company Pharmaceutical Product except as necessary for the purpose of clause "(A)".
Contract Sales Arrangement means an arrangement (that is terminable by Triangle within three years without payment or penalty) between Triangle and a Contract Sales Organization under which such Contract Sales Organization (A) would promote (and would only be granted such rights as are necessary to promote) a Triangle Pharmaceutical Product for a fee (which may be fixed or based upon a percentage of revenues or otherwise) but (B) would not be granted any research, development, manufacturing, sublicensing or other rights with respect to such Triangle Pharmaceutical Product or with respect to any intellectual property underlying or related to such Triangle Pharmaceutical Product except as necessary for the purpose of clause "(A)". The Merger Agreement also requires that Triangle promptly (and in no event later than 24 hours) after receipt of any Acquisition Proposal, any inquiry or indication of interest that would reasonably be expected lead to an Acquisition Proposal or any request for nonpublic information relating thereto, advise Gilead orally and in writing of such Acquisition Proposal, inquiry, indication of interest or request (including the identity of the person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the material terms thereof) that is made or submitted by any person prior to the Acceptance Date. Triangle must keep Gilead reasonably informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.