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Organon online reference

Appointment of Officers. Kevin Ali, Chief Executive Officer;. Kathryn DiMarco, Corporate Controller;. Susanne Fiedler, Chief Commercial Officer;. Joseph T. Morrissey, Jr. Geralyn S. Rachel Stahler, Chief Information Officer; and. Telman, General Counsel. Such descriptions are incorporated herein by reference. Additional information regarding compensatory plans in which our executive officers participate is summarized below.

Each executive has also entered into a standard indemnification agreement with Organon, a form of which was approved by the Board on May 28, and which provides for the standard indemnification and advancement of expenses to the fullest extent permitted by law consistent with the Amended and Restated Bylaws.

Annual Incentive Plan. Executive Change in Control Severance Program. Executive Severance Program. The descriptions of the foregoing indemnification and compensation agreements are intended to provide a general description only, are subject to the detailed terms and conditions of, and are qualified in their entirety by reference to the full text of, those agreements, which are attached hereto as Exhibits Amendments to Articles of Incorporation or Bylaws.

The information set forth in Item 3. Item 7. Regulation FD Disclosure. On June 3, , Organon issued a press release, which is attached hereto as Exhibit The information in this Item 7. Item 9. Exhibit 2. Exhibit 3. Exhibit Pursuant to the requirements of the Securities Exchange Act of , the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Section 1. Section 2.

Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section Schedule 1. WHEREAS, the board of directors of Merck intends for the Separation to be effected in accordance with, among other transactions, the transactions set forth in Schedule 1. WHEREAS, each of Merck and Organon has determined that it is necessary and advisable to set forth the principal transactions required to effect the Separation and the Distribution and to describe other agreements that shall govern certain other matters prior to and following the Separation and the Distribution.

Reference is made to Section In addition, for the purpose of this Agreement, the following terms shall have the meanings set forth below. The Parties agree that for purposes of this Agreement and the Transaction Documents, neither Organon nor any of the Organon Subsidiaries shall be deemed to be an Affiliate of Merck or any of the Merck Subsidiaries, and neither Merck nor any of the Merck Subsidiaries shall be deemed to be an Affiliate of Organon or any of the Organon Subsidiaries.

Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party.

For the avoidance of doubt, the Merck Assets include those Assets described on Schedule 1. On or prior to the Distribution Date, Merck and Organon shall take all necessary actions so that, as of the Effective Time, the Certificate of Incorporation and the Bylaws shall be the certificate of incorporation and bylaws of Organon. On or prior to the Distribution Date, Merck and Organon shall take all necessary actions so that as of the Effective Time: i the directors and executive officers of Organon shall be those set forth in the Information Statement mailed to the Record Holders prior to the Effective Time, unless otherwise agreed by the Parties; and ii Organon shall have such other officers as Organon shall appoint, in each case until their respective successors are elected and qualified, or until their earlier resignation or removal.

Organon shall prepare and file, and shall use commercially reasonable efforts to have approved prior to the Effective Time, an application for the listing of the Organon Common Stock to be distributed in the Distribution and the shares of Organon Common Stock to be reserved for issuance pursuant to any director or employee benefit plan or arrangement on the NYSE and such other stock exchanges as may be necessary or desirable , subject to official notice of distribution.

The Parties acknowledge and agree that the Separation is intended to result in Organon owning the Organon Assets and assuming the Organon Liabilities as set forth below in this Article II and in the applicable Transaction Documents.

Subject to Sections 2. Organon and the applicable Organon Subsidiaries shall accept, assume and agree faithfully to perform, discharge and fulfill all of the Organon Liabilities in accordance with their respective terms, without regard for the manner in which or circumstances under which such Organon Liabilities arose or against whom they are asserted.

The assumption by Organon and the applicable Organon Subsidiaries of the Organon Liabilities is in partial consideration for the Organon Assets being transferred to them in connection with the Separation. Merck and the applicable Merck Subsidiaries shall accept, assume and agree faithfully to perform, discharge and fulfill, all of the Merck Liabilities held by Organon or any Business Entity that shall be an Organon Subsidiary after the Effective Time, and Merck and the applicable Merck Subsidiaries shall be responsible for all of such Merck Liabilities in accordance with their respective terms, without regard for the manner in which or circumstances under which such Merck Liabilities arose or against whom they are asserted.

The Parties acknowledge that due to the requirements of applicable Laws, the need to obtain certain Consents from Governmental Authorities or for other business reasons, the Parties have agreed to defer until after the Effective Time the transfer of legal title to all or a portion of the Organon Assets and the assumption of all or a portion of the Organon Liabilities from Merck or the applicable Merck Subsidiary to Organon or the applicable Organon Subsidiary or designee in i each of the jurisdictions listed on Schedule 2.

Notwithstanding the foregoing, any Deferred Organon Local Business shall continue to constitute Organon Assets or Organon Liabilities, as applicable, for all other purposes of this Agreement. In each case, from and after the Effective Time, and until such time as the applicable Deferred Organon Local Business has been transferred to Organon or the applicable Organon Subsidiary or designee for the relevant IOM Market or Deferred Market subject and pursuant to the terms of the applicable Interim Operating Agreement or Deferred Market Agreement, i the Deferred Organon Local Business shall be held and operated by Merck or, where applicable, by a Merck Subsidiary or designee, in.

Except as otherwise provided in a relevant Transaction Document for such IOM Market or Deferred Market, the Parties agree that A Merck or, where applicable, a Merck Subsidiary or designee shall remit to Organon or an Organon Subsidiary or designee the amounts due in connection with the performance of each Deferred Organon Local Business; and B Organon or, where applicable, an Organon Subsidiary or designee shall reimburse Merck or a Merck Subsidiary or designee for all payments made in connection with the performance of each Deferred Organon Local Business and the discharge of any Liabilities in connection therewith.

Subject to Section 2. For the avoidance of doubt, subject to Section 2. The Parties agree that A Merck or, where applicable, a Merck Subsidiary or designee shall remit to Organon or an Organon Subsidiary or designee the amounts due in connection with the performance of each Delayed Organon Asset or Delayed Organon Liability; and B Organon or, where applicable, an Organon Subsidiary or designee shall reimburse Merck or a Merck Subsidiary or designee for all payments made in connection with the performance or discharge, as applicable, of each Delayed Organon Asset or Delayed Organon Liability.

When and as the Parties agree, from time to time, subject to Section 2. B Organon shall, and shall cause such Organon Subsidiaries or designees as Organon may determine to, accept, assume and agree faithfully to perform, discharge and fulfill such Delayed Organon Liabilities, in accordance with their terms. This Section 2. The Parties recognize that no commercial activities relating to Organon Products are being conducted in Venezuela as of the Effective Time nor have been for the three 3 -year period prior thereto.

In addition, notwithstanding anything to the contrary in this Agreement or the IP License Agreements, the Parties acknowledge that any transfer or assignment from Merck or a Merck Subsidiary to Organon or an Organon Subsidiary of any patents or trademarks from Venezuela that would otherwise comprise Organon Assets, and any grant of any licensing rights from Merck or a Merck Subsidiary to Organon or an Organon Subsidiary to such assets, requires and is subject to prior authorization from OFAC.

As a result, notwithstanding anything to the contrary herein or in any other Transaction Document, no rights, assets or liabilities in Venezuela are being transferred pursuant to this Agreement or otherwise. The Parties agree that A Organon or, where applicable, an Organon Subsidiary or designee shall remit to Merck or a Merck Subsidiary or designee the amounts due in connection with the performance of each Delayed Merck Asset or Delayed Merck Liability; and B Merck or, where applicable, a Merck Subsidiary or designee shall reimburse Organon or an Organon Subsidiary or designee for all payments made in connection with the performance or discharge, as applicable, of each Delayed Merck Asset or Delayed Merck Liability.

When and as the Parties agree and provided that, as of such agreed-upon time i the necessary Consents for each Delayed Merck Asset or Delayed Merck Liability shall have been obtained; and ii the assumption by Merck or a Merck Subsidiary or designee of each Delayed Merck Asset or Delayed Merck Liability is not at such time a violation of applicable Law:.

B Merck shall, and shall cause such Merck Subsidiaries or designees as Merck may determine to, accept, assume and agree faithfully to perform, discharge and fulfill such Delayed Merck Liabilities, in accordance with their terms. Prior to the Effective Time, the Parties shall execute and deliver, or where applicable shall cause their respective Subsidiaries to execute and deliver, the Transaction Documents, provided , however , that if this Article II calls for a Transaction Document to be executed and delivered on or as of a later time, it shall be executed and delivered on or as of such later time.

Merck Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Transaction Documents including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

Prior to the Effective Time, the Financing Arrangements shall have been consummated. Merck and Organon agree to take all necessary actions to assure the full release and discharge of Merck and each of the Merck Subsidiaries from all obligations thereunder as of no later than the Effective Time. Prior to the Effective Time, Merck and Organon shall cooperate in the preparation of all materials as may be necessary or advisable to execute the Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Financing Arrangements.

Except as set forth in Section 2. For the avoidance of doubt, no Party or any Subsidiary thereof shall have any Liability to any other Party or any of its Subsidiaries based upon, arising out of or resulting from any agreement, arrangement, commitment, course of dealing or understanding terminated in accordance with this Section 2. The provisions of Section 2. To the extent that the rights and obligations of Merck or a Merck Subsidiary under any agreements, arrangements, commitments or understandings not terminated under this Section 2.

Intercompany trade and other payables and receivables that exist as of immediately prior to the Effective Time or, in the case of any Deferred Organon Local Business, as of immediately prior to the Local Closing Date will be settled x as may be determined by Merck prior to the Effective Time and y with respect to any such intercompany trade and other payables and receivables that survive the Effective Time, as may be mutually agreed by Merck and Organon.

Organon or the applicable Organon Subsidiary or designee shall reimburse Merck or a Merck Subsidiary or designee for all payments made in connection with the performance and discharge of any Organon Liabilities. Merck or the applicable Merck Subsidiary or designee shall reimburse Organon or an Organon Subsidiary or designee for all payments made in connection with the performance and discharge of any Merck Liabilities. A of Merck or a Merck Subsidiary, Organon shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Merck Asset that may serve as collateral or security for any such Organon Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either with which Organon 1 would be reasonably unable to comply or 2 would not reasonably be able to avoid breaching; and.

B of Organon or an Organon Subsidiary, Merck shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Organon Asset that may serve as collateral or security for any such Merck Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either with which Merck 1 would be reasonably unable to comply or 2 would not reasonably be able to avoid breaching.

Effective Time as part of a Local Closing of a Deferred Organon Local Business, on the other hand, on or after such Local Closing ; or iii replaced or otherwise addressed with suitable arrangements, in each case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations, burdens and Liabilities inuring to their respective businesses; provided , however , that in no event shall Merck or its Subsidiaries be required to assign or amend any contract in its entirety or to assign a portion of any contract that is not assignable or cannot be amended by its terms including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled.

Except as may otherwise be agreed by the Parties, the Parties shall not seek to assign any account receivable or account payable relating to both the Merck Business and the Organon Business and all Assets and Liabilities associated with such accounts receivable and accounts payable shall be retained by Merck.

Except for payments required in accordance with the performance of the applicable Mixed Contract, nothing in this Section 2. The Parties acknowledge that the payment of a quarterly adjustment for any calendar quarter is expected to align with the timing of actual cash collections by Merck and its Affiliates from customers of the Organon Business during such calendar quarter.

Where the timing of actual cash collections by Merck and its Affiliates from customers of the Organon Business is different from the timing of cash transfers from Merck and its Affiliates to Organon and its Affiliates under the terms of any agreement set forth on Schedule 2. Except as set forth in Section 3. Without limiting the foregoing and except to the extent otherwise contemplated in connection with a Deferred Organon Local Business under Section 2.

Except to the extent otherwise contemplated in connection with a Deferred Organon Local Business under Section 2. The Parties also agree that, if a Party or any of its Subsidiaries possesses any Asset or Liability that is allocated to the other Party or any Subsidiary of such other Party pursuant to this Agreement or any Transaction Document, such Asset or Liability shall nonetheless be treated as an Asset or Liability of the Party to which it is allocated.

Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:. Organon shall file any amendments or supplements to the Registration Statement as may be necessary or advisable in order to cause the Registration Statement to become and remain effective as required by the Commission or federal, state or other applicable securities Laws. Merck and Organon shall cooperate in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Transaction Documents.

Merck and Organon shall take all such action as may be necessary or advisable under the securities or blue sky Laws of the United States and any comparable Laws under any non-United States jurisdiction in connection with the transactions contemplated by this Agreement and the Transaction Documents.

Merck shall, as soon as is reasonably practicable after the Registration Statement is declared effective under the Exchange Act and the board of directors of Merck has approved the Distribution, cause the Information Statement or a notice of internet availability of the Information Statement to be mailed to the Record Holders. Merck shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution. At or prior to the Effective Time, Merck and Organon shall take all actions as may be necessary to approve the stock-based employee benefit plans of Organon in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the NYSE.

Without limiting Section 3. Subject to the terms and conditions contained herein:. On or prior to the Distribution Date, Merck shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding shares of Organon Common Stock as is necessary to effect the Distribution. The Distribution shall be effective at the Effective Time. Merck shall instruct the Agent to distribute, as soon as practicable following the Effective Time, to each Record Holder the following:.

Organon agrees to provide all book-entry transfer authorizations for shares of Organon Common Stock that Merck or the Agent shall require after giving effect to Section 3. Notwithstanding anything herein to the contrary, no fractional shares of Organon Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder of Organon.

In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3. Merck shall instruct the Agent to determine the number of whole shares and fractional shares of Organon Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share.

The sales of fractional shares shall occur as soon after the Effective Time as practicable as determined by the Agent. None of Merck, Organon or the Agent shall guarantee any minimum sale price for such fractional shares. Neither Merck nor Organon shall pay any interest on the proceeds from the sale of fractional shares. The Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares.

Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Merck or Organon. Solely for purposes of computing fractional share interests pursuant to this Section 3. Any Organon Common Stock or cash in lieu of fractional shares with respect to Organon Common Stock that remain unclaimed by any Record Holder days after the Distribution Date shall be delivered to Organon, Organon shall hold such Organon Common Stock for the account of such Record Holder and the Parties agree that all obligations to provide such Organon Common Stock and cash, if any, in lieu of fractional share interests shall be obligations of Organon, subject in each case to applicable escheat or other abandoned property Laws, and Merck shall have no Liability with respect thereto.

Notwithstanding anything to the contrary set forth in this Agreement or in any Transaction Document, until the Effective Time, Merck shall have the sole discretion to determine whether to proceed with the Distribution and any and all terms of the Distribution, including the form, structure and terms of any transaction s or offering s to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, Merck may, in its sole discretion, determine the Distribution Date and may, at any time and from time to time until the Effective Time, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of the Distribution or terminating this Agreement pursuant to Article IX.

Any determination made by Merck prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3. Except as provided in Section 4. Without limiting the rights of either Party under Section 4. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause its Subsidiaries to execute and deliver releases reflecting the provisions of this Section 4.

Except as otherwise specifically set forth in any provision of this Agreement or of any Transaction Document, Organon and each of the Organon Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the Merck Indemnitees from and against all Liabilities to the extent such Liabilities relate to, arise out of or result from, directly or indirectly, any of the following items:.

Except as otherwise specifically set forth in any provision of this Agreement or of any Transaction Document, Merck and each of the Merck Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the Organon Indemnitees from and against all Liabilities to the extent such Liabilities relate to, arise out of or result from, directly or indirectly, any of the following items:.

The Parties intend that any Liability subject to indemnification or contribution pursuant to this Agreement or any Transaction Document: i shall be reduced by any Insurance Proceeds or other amounts actually recovered net of any out-of-pocket costs or expenses incurred in the collection thereof and any deductibles or retentions applicable thereto from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability; ii shall not be increased to take into account any Tax costs incurred by the Indemnitee arising from any Indemnity Payments received from the Indemnifying Party as defined below ; and iii shall not be reduced to take into account any Tax benefit received by the Indemnitee arising from the incurrence or payment of any Indemnity Payment; provided that, in the event of any conflict between Sections 4.

Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Proceeding to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Transaction Document.

The notice must describe the Third Party Claim in reasonable detail or, in the alternative, include copies of all notices and documents including court papers received by the Indemnitee relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee to give the notice as provided in this Section 4. Subject to Section 5. Within 30 days after the receipt of a notice from an Indemnitee in accordance with Section 4.

If an Indemnifying Party does not assume responsibility for defending any Third Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of a notice from an Indemnitee as provided in Section 4. If an Indemnifying Party has assumed the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of any particular argument or defense.

If an Indemnifying Party elects not to assume responsibility for defending any Third Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of a notice from an Indemnitee as provided in Section 4. If an Indemnifying Party elects to assume responsibility for defending any Third Party Claim and elects to continue with the counsel previously retained by the Indemnitee, the Indemnifying Party shall be liable for all fees and expenses incurred in connection with the defense of such Third Party Claim after responsibility is assumed by the Indemnifying Party.

An Indemnitee that does not conduct and control the defense of any Third Party Claim, or an Indemnifying Party that has failed to assume the defense of any Third Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel including local counsel as necessary of its own choosing to monitor and participate in but not control the defense of any Third Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at their own expense, and the provisions of Section 4.

Notwithstanding the foregoing, subject to Sections 6. Each non-controlling Person shall receive regular, periodic updates on a schedule to be agreed to with the controlling Person. In addition to the foregoing, if any Indemnitee shall in good faith determine.

Except with respect to the Indemnitee if the Indemnifying Party has not assumed the defense of the Third Party Claim in accordance with the terms of this Agreement, no Party or any Subsidiary thereof may settle or compromise any Third Party Claim for which any Indemnitee is seeking to be indemnified hereunder without the prior written consent of the other Party which consent may not be unreasonably withheld, conditioned or delayed , unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by any non-Affiliate Party and provides for a full, unconditional and irrevocable release of each other non-Affiliate Party from all Liability in connection with the Third Party Claim.

The Parties acknowledge that Liabilities for Proceedings regardless of the parties to the applicable Proceeding may be partly Merck Liabilities and partly Organon Liabilities. If the Parties cannot agree on an allocation of any such Liabilities for Proceedings or such matters or types of matters have not been allocated or addressed either in the definition of Organon Liabilities, in Schedule 1.

Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third Party claims or cross-claims against the other Party or its Subsidiaries in a Proceeding in which a Third Party Claim is being resolved. Indemnity Payments or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly but in any event within sixty 60 days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article IV.

Upon demand, the Indemnitee shall provide reasonably satisfactory documentation setting forth the basis for the amount of such Indemnity Payments or contribution payments, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities.

The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of i any investigation made by or on behalf of any Indemnitee; and ii the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification or contribution hereunder. An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given, or will likely give rise to, a right of indemnification under this Agreement or any Transaction Document other than a Third Party Claim which shall be governed by Section 4.

The Indemnifying Party will have a period of 30 days after receipt of a notice under this Section 4. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person.

Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. Notwithstanding Sections 4. If any right of indemnification contained in Section 4. Solely for purposes of determining relative fault pursuant to this Section 4.

For the avoidance of doubt, this Section 4. The provisions of Sections 4. Each Party hereby covenants and agrees that none of it, its Subsidiaries or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, neutral mediator or administrative agency anywhere in the world, alleging that: a the assumption of any Organon Liabilities by Organon and the Organon Subsidiaries on the terms and conditions set forth in this Agreement and the Transaction Documents is void or unenforceable for any reason; b the retention of any Merck Liabilities by Merck and the Merck Subsidiaries on the terms and conditions set forth in this Agreement and the Transaction Documents is void or unenforceable for any reason; or c the provisions of this Article IV are void or unenforceable for any reason.

The remedies provided in this Article IV shall be the sole monetary remedies available in respect of this Agreement. The rights and obligations of each of the Parties and their respective Indemnitees under this Article IV shall survive a the sale or other transfer by either Party or any of its respective Subsidiaries of any assets or businesses or the assignment by it of any Liabilities; or b any merger, consolidation, business combination, sale of all or substantially all of the assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its respective Subsidiaries.

All Indemnity Payments under this Agreement shall be made by the Indemnifying Party to the Indemnitee entitled to indemnification; provided , however , that if the Parties mutually agree with respect to any such Indemnity Payment, Merck or any of its Affiliates, on the one hand, may make such Indemnity Payment to Organon or any of its Affiliates, on the other hand, and vice versa. All Indemnity Payments shall be treated in the manner described in Section 5. Except as otherwise expressly set forth in another Transaction Document: a none of Merck or any of the Merck Subsidiaries shall have a right of reference to or otherwise be entitled to use the regulatory filings or other regulatory information to the extent exclusively related to any Organon Products; and b none of Organon or any of the Organon Subsidiaries shall have a right of reference to or otherwise be entitled to use the regulatory filings or other regulatory information owned or controlled by Merck or any of the Merck Subsidiaries for any products in the Merck Business.

Organon shall bear the full cost of purchase of such Organon Fiduciary Liability Program, and shall pay or reimburse Merck for any payment by Merck of premiums and costs of, associated with or arising from such purchase. Organon and the Organon Subsidiaries shall maintain a fiduciary liability insurance program with coverage no less broad and limits no less than those in the Organon Fiduciary Liability Program as long as Organon and the Organon Subsidiaries face potential liability for claims for wrongful acts in connection with Fiduciary Liability Plans developed, organized, administered or managed by Organon and the Organon Subsidiaries and the Organon Business, and in no event for less than six years following the Effective Time, and sub-parts iii through iv of this paragraph shall apply to the Organon Fiduciary Liability Program at all times.

In furtherance thereof, except as otherwise addressed in another Transaction Document, to the extent Merck or any of the Merck Subsidiaries is billed by an insurance carrier or a third-party administrator including under any workers compensation or auto liability policies for claims that constitute Organon Liabilities or that Merck pays for such claims within a deductible or self-insured retention, Merck shall submit a statement to Organon following the end of each quarter or with such lesser frequency as may be appropriate setting forth the amount of such claims, and Organon shall reimburse Merck within 30 days any amounts paid by it in respect of such Organon Liabilities.

Notwithstanding the foregoing, neither Merck nor the insurance company or any Merck Subsidiary shall be required to maintain any such insurance policies. For the avoidance of doubt, if an accident, first loss or first occurrence date is after the Effective Time or, with respect to any Deferred Organon Local Business, after the Local Closing Date , or with respect to any claims-made policies the claim first is made after the Effective Time and is not provided for in Section 5.

Neither Organon nor any Organon Subsidiary or Organon Indemnitee, in connection with making a claim under any insurance policy of Merck or any Merck Subsidiary pursuant to this Section 5. At all times, the Parties shall, and shall cause their respective Subsidiaries and Indemnitees to, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim. Each Party agrees that if the other Party is wrongly named in its claim, such Party shall use commercially reasonable efforts to remove the wrongly named Party from the claim and shall consult with the wrongly named Party until its removal from the claim.

The Controlling Party shall use its commercially reasonable efforts to include the Non-Controlling Party in the defense and resolution of any Proceeding described in Section 5. For all Tax purposes, in the absence of any change in Tax treatment under the Code or other applicable Tax Law, the Parties agree to treat a any payment required by this Agreement other than payments with respect to interest accruing after the Effective Time as either a contribution by Merck to Organon or a distribution by Organon to Merck, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability and b any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided herein or in any Transaction Document, and each Party shall except as otherwise provided in Article IV , including Sections 4.

Organon further acknowledges that it has no rights in any of the Retained Names and Marks, and that it is not acquiring any rights, directly or indirectly, to use the Retained Names and Marks, except as expressly provided herein or in the IP License Agreements. The Party providing Information pursuant to this Section 6. The Party requesting Information agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, redacting where required , copying, transporting and otherwise complying with the request with respect to such Information including any reasonable costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information.

The provision of any Information pursuant to Section 6. Non-Custodial Party agrees to reimburse the Custodial Party for the reasonable costs, if any, of creating, gathering, redacting where required , copying, storing, transporting and otherwise complying with the request to provide or make available such Stored Records including any reasonable costs and expenses incurred in connection with the restoration of backup media for purposes of providing the requested Stored Records.

Neither Party shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of willful misconduct by the Party providing such Information. Neither Party nor any of its Subsidiaries shall have any Liability to the other Party or any of its Subsidiaries if any Information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of this Article VI.

Merck shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Merck Liabilities resulting from any Proceedings that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of Merck or a Merck Subsidiary or Organon or an Organon Subsidiary.

Organon shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Organon Liabilities resulting from any Proceedings that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of Organon or an Organon Subsidiary or Merck or a Merck Subsidiary.

Notwithstanding the foregoing, if the proposed production or disclosure of Privileged Information whether or not relating solely to the Merck Business is to a Governmental Authority or in response to an enforcement action and such Privileged Information is reasonably believed to have a potential impact on the legal interests of Merck including its own claims, defenses or potential exposure , then Organon shall use its commercially reasonable efforts to provide notice to Merck at least fourteen days in advance of any waiver of privilege or immunity with respect to such Privileged Information; provided that if Merck withholds waiver of any privilege or immunity pursuant to Section 6.

Notwithstanding the foregoing, if the proposed production or disclosure of Privileged Information whether or not relating solely to the Organon Business is to a Governmental Authority or in response to an enforcement action and such Privileged Information is reasonably believed to have a potential impact on the legal interests of Organon including its own claims, defenses or potential exposure , then Merck shall use its commercially reasonable efforts to provide notice to Organon at least fourteen days in advance of any waiver of privilege or immunity with respect to such Privileged Information; provided that if Organon withholds waiver of any privilege or immunity pursuant to Section 6.

The Parties further agree that i the exchange by one Party or any of its Subsidiaries to the other Party or any of its Subsidiaries of any Privileged Information that should not have been transferred pursuant to the terms of this Article VI shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such Privileged Information; and ii the Party receiving or for which a Subsidiary has received such Privileged Information shall promptly return such Privileged Information to the Party or its applicable Subsidiary who has the right to assert the privilege or immunity.

From and after the Effective Time, subject to Section 6. If any Confidential Information of one Party or any of its Affiliates is disclosed to another Party or any of its Affiliates in connection with providing services to such first Party or any of its Affiliates under this Agreement or any Transaction Document, then such disclosed Confidential Information shall be used only as required to perform such services.

Each Party agrees not to release or disclose, or permit to be released or disclosed, any Confidential Information to any other Person, except its Representatives who need to know such Confidential Information in their capacities as such, and except in compliance with Section 6.

Confidential Information furnished by the other Party after the Effective Time pursuant to this Agreement or any Transaction Document shall be subject to the provisions of this Section 6. In the event that either Party or any of its Affiliates is requested or required by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process by any Governmental Authority or pursuant to applicable Law to disclose or provide any Confidential Information of the other Party other than with respect to any such information furnished pursuant to the provisions of Sections 6.

In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law as so advised by counsel or by lawful process or such Governmental Authority.

Confidential Information that is disclosed by judicial or administrative process or as required by applicable Law shall remain otherwise subject to the confidentiality provisions of Section 6. Notwithstanding the foregoing, with respect to the release of information under the JDA, the terms of the JDA shall prevail.

The Parties hereto acknowledge that: i it would be impossible to measure the damages that would be suffered by the other Party if a Party failed to comply with Section 6. Therefore, each Party hereto shall be entitled, in addition to any other rights or remedies that it may have including, in the context of the disclosure of Privileged Information related to existing or potential claims, pursuant to the JDA , to obtain specific performance by the other Party of the obligations of Section 6.

Neither Party hereto will urge, as a defense to any proceeding for such specific performance or injunctive relief, that the other Party has an adequate remedy at law. In the event of any conflict between this Agreement and any Security Regulations, this Agreement will govern. Each Party shall access and use only those Systems of the other Party for which it has been granted the right to access and use, and only to the extent reasonably necessary in connection with the provision or receipt, as applicable, of Information, or the conduct of activities, pursuant to this Agreement or a Transaction Document.

In addition, each Party shall have the right to deny the personnel of the other Party access to any Systems or physical facilities upon written notice to the other Party in the event that such Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 6. Each Party will cooperate with the other Party in investigating any apparent unauthorized access to the Systems or facilities of the other Party.

The TMO Leads may establish such governance procedures, tracking mechanisms and such functional sub-teams as it deems appropriate. Any escalation of any potential disputes will be in accordance with Section 8. Each Party agrees on behalf of itself and each of its Subsidiaries that the procedures set forth in this Article VIII shall be the exclusive means for resolution of any Dispute.

The initiation of mediation or arbitration hereunder will toll the applicable statute of limitations for the duration of any such proceedings. If either Party serves written notice of a Dispute upon the other Party, the Parties will first attempt to resolve such Dispute by direct discussions and negotiation including as set forth in Section 8.

References herein to any arbitration rules or procedures mean such rules or procedures as amended from time to time, including any successor rules or procedures, and references herein to the CPR include any successor thereto.

The arbitration shall be before three arbitrators. This arbitration provision, and the arbitration itself, shall be governed by the laws of Delaware and the Federal Arbitration Act, 9 U. At the request of a Party, the arbitrators shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of five per Party and shall be held within 45 days of the grant of a request.

Additional depositions may be scheduled only with the permission of the arbitrators, and for good cause shown. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. The Parties shall not utilize any other discovery mechanisms, including international processes and United States federal statutes, to obtain additional evidence for use in the arbitration. Any Dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrators, which determination shall be conclusive.

All discovery shall be completed within 60 days following the appointment of the arbitrators. All costs and fees relating to the retrieval, review and production of electronic discovery shall be paid by the Party requesting such discovery.

The arbitrators shall have no power or authority, under the CPR Rules for Non-Administered Arbitration or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement or any Transaction Document. The award of the arbitrators shall be final, binding and the sole and exclusive remedy to the Parties. Either Party may seek to confirm and enforce any final award entered in arbitration, in any court of competent jurisdiction.

The arbitrators shall have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or any Transaction Document nor any right or power to award punitive, exemplary or treble damages or other multiple damages that are not actual damages.

Unless otherwise agreed in writing, the Parties shall, and shall cause their respective Subsidiaries to, continue to honor all commitments under this Agreement and each Transaction Document to the extent required by such Agreements during the course of dispute resolution pursuant to the provisions of this Article VIII with respect to all matters related to such Dispute.

This Agreement and all Transaction Documents may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Merck without the approval of any Person, including Organon. In the event of such termination, this Agreement shall become null and void and no Party, nor any of its directors, officers or employees, shall have any Liability of any kind to any Person by reason of this Agreement.

After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. This Agreement and each Transaction Document may be executed in one or more counterparts, all of which shall be considered one and the same agreement. It is the intention of the Parties that the Conveyance and Assumption Instruments shall be consistent with the terms of this Agreement and the other Transaction Documents.

In the event of any conflict between the Conveyance and Assumption Instruments and this Agreement, 1 the Assets and Liabilities expressly and specifically listed in such Conveyance and Assumption Instruments as being for the account of either Merck or its Subsidiaries on the one hand, or Organon or its Subsidiaries on the other hand, shall control, other than as set forth on Schedule Except with respect to the express and specific allocation of Assets and Liabilities as described therein, the Parties agree including on behalf of their Subsidiaries that the Conveyance and Assumption Instruments are not intended and shall not be construed in any way to enhance, modify or decrease any of the rights or obligations of Merck, any Merck Subsidiary, Organon or any Organon Subsidiary from those contained in this Agreement and the other Transaction Documents.

Except as otherwise expressly provided in this Agreement, in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of a Transaction Document other than any Conveyance and Assumption Instruments , the provisions of such Transaction Document shall control over the inconsistent provisions of this Agreement as to matters specifically addressed in such Transaction Document.

For the avoidance of doubt, the Tax Matters Agreement shall govern all matters including any indemnities and payments among the Parties and each of their Subsidiaries and the allocation of any rights and obligations pursuant to agreements entered into with Third Parties relating to Taxes to the extent specifically addressed in the Tax Matters Agreement and the Employee Matters Agreement shall govern all matters including the allocation of any rights and obligations relating to employees to the extent specifically addressed in the Employee Matters Agreement.

Merck represents on behalf of itself and, to the extent applicable, each Merck Subsidiary, and Organon represents on behalf of itself and, to the extent applicable, each Organon Subsidiary as follows:. Each Party acknowledges that it and its Subsidiaries and the other Party and its Subsidiaries may execute this Agreement and any Transaction Document to which it is a party by manual, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Transaction Document whether executed by manual, stamp or mechanical signature by facsimile or by email or other electronic delivery in portable document format PDF or other electronic format shall be effective as delivery of such executed counterpart of this Agreement or any Transaction Document.

Each Party including on behalf of its Subsidiaries expressly adopts and confirms a stamp or mechanical signature regardless of whether delivered in person, by mail, by courier, by facsimile or by email or other electronic delivery in portable document format PDF or other electronic format made in its name as if it were a manual signature delivered in person, agrees that it shall not assert that any such signature or delivery is not adequate to bind such Party or its Subsidiaries to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it shall as promptly as reasonably practicable cause each such Agreement and Transaction Document to be manually executed any such execution to be as of the date of the initial date thereof and delivered in person, by mail or by courier.

This Agreement and, unless expressly provided therein, each Transaction Document, shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws and principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

Except as set forth in any Transaction Document, this Agreement and each Transaction Document shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns. Except for the indemnification rights under this Agreement of an Indemnitee under this Agreement, a the provisions of this Agreement and each Transaction Document are solely for the benefit of the Parties and their respective Subsidiaries, after giving effect to the Distribution, and their permitted successors and assigns, and are not intended to confer upon any Person except the Parties and their respective Subsidiaries, after giving effect to the Separation, and their permitted successors and assigns, any rights or remedies hereunder; and b there are no other third-party beneficiaries of this Agreement or any Transaction Document and neither this Agreement nor any Transaction Document shall provide any other Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Transaction Document.

All notices and, to the extent applicable and unless otherwise provided therein, under each of the Transaction Documents shall be in writing and shall be given or made and shall be deemed to have been duly given or made upon receipt by delivery in person, by overnight courier service, by e-mail followed by delivery of an original via overnight courier service or by registered or certified mail postage prepaid, return receipt requested to the respective Parties at the following addresses or at such other address for a Party as shall be specified in a notice :.

If to Merck:. Kenilworth, New Jersey With a copy to:. E-mail: office. If to Organon:. The Categories and On Interpretation are the only significant logical works that were available in the early Middle Ages. These had been translated into Latin by Boethius. The other logical works were not available in Western Christendom until translated into Latin in the 12th century. However, the original Greek texts had been preserved in the Greek -speaking lands of the Eastern Roman Empire aka Byzantium.

In the mid-twelfth century, James of Venice translated into Latin the Posterior Analytics from Greek manuscripts found in Constantinople. The books of Aristotle were available in the early Arab Empire, and after AD Muslims had most of them, including the Organon , translated into Arabic, normally via earlier Syriac translations.

They were studied by Islamic and Jewish scholars, including Rabbi Moses Maimonides — and the Muslim Judge Ibn Rushd , known in the West as Averroes — ; both were originally from Cordoba, Spain , although the former left Iberia and by lived in Egypt. All the major scholastic philosophers wrote commentaries on the Organon. Aquinas , Ockham and Scotus wrote commentaries on On Interpretation.

Ockham and Scotus wrote commentaries on the Categories and Sophistical Refutations. Grosseteste wrote an influential commentary on the Posterior Analytics. In the Enlightenment there was a revival of interest in logic as the basis of rational enquiry, and a number of texts, most successfully the Port-Royal Logic , polished Aristotelian term logic for pedagogy. During this period, while the logic certainly was based on that of Aristotle, Aristotle's writings themselves were less often the basis of study.

There was a tendency in this period to regard the logical systems of the day to be complete, which in turn no doubt stifled innovation in this area. Indeed, he had already become known by the Scholastics medieval Christian scholars as "The Philosopher", due to the influence he had upon medieval theology and philosophy.

His influence continued into the Early Modern period and Organon was the basis of school philosophy even in the beginning of 18th century. However the logic historian John Corcoran and others have shown that the works of George Boole and Gottlob Frege —which laid the groundwork for modern mathematical logic—each represent a continuation and extension to Aristotle's logic and in no way contradict or displace it.

From Wikipedia, the free encyclopedia. This article is about Aristotle's works on logic. For a discussion of Aristotelian logic as a system, see Term logic. For other uses, see Organon disambiguation. Standard collection of Aristotle's six works on logic. Zalta ed. Retrieved Cambridge University Press. ISBN The Laws of Thought, facsimile of edition, with an introduction by J. Buffalo: Prometheus Books Reviewed by James van Evra in Philosophy in Review. Edghill, E.

Jenkinson, A. Mure, G. Pickard-Cambridge, W. Ancient Formal Logic. Amsterdam: North-Holland.

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This sixth edition incorporates the latest findings of Dr Hahnemann during his dying years and deemed to be the most perfect of all. Many newer concepts like replacement of the vital force by vital principle, the 50th millesimal scale of potency and permissibility of external applications were introduced for the first time, which were unheard of in the other editions.

The work is a result of the untiring effects of the master to improve and update his work and is of historical importance as far as the medical philosophy is concerned. It is the high water mark of medical philosophy, the practical interpretation of which produces a veritable mountain of light and guides the physician by means of the law of cure to a new world in therapeutics. Various positive changes have been made to understand the subject in an easy and effortless way.

The Organon Written by Samuel Hahnemann, the founder of homeopathy, The Organon of Medicine is the cornerstone of homeopathic principles and practice, and used by homeopathy students and practitioners. Click on a link below to view the section Translator's Preface Introduction to Boericke's translation Author's Preface to the Sixth Edition Introduction Aphorism 1 to 10 Aphorism 11 to 20 Aphorism 21 to 30 Aphorism 31 to 40 Aphorism 41 to 50 Aphorism 51 to 60 Aphorism 61 to 70 Aphorism 71 to 80 Aphorism 81 to 90 Aphorism 91 to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to Aphorism to From the cover The Organon developed slowly out of Hahnemann's research and experimentation over a period of time.

High on philosophy Footnotes explaining difficult concepts Evolution of medical science reinstated Word Index for easy reference.