definiens: ( within the meaning of Section 3(3 ) of the EmployeeRetirement Security Act of 1974, as amended ( ) ) for which Ionis or any member of its ( defined as any organization which is a member of a controlled group of corporations within the meaning ofSection 414 of the Internal Revenue Code of 1986, as amended ( the ) ) would have any liability ( each a ) has been maintained in material compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code ; ( ii ) with respect to each Plan subject to Title IV of ERISA ( a ) no ( within the meaning of Section 4043(c ) of ERISA ) has occurred or is reasonably expected to occur,(b ) no ( within the meaning of Section 302 of ERISA or Section 412 of the Code),whether or not waived, has occurred or is reasonably expected to occur, ( c ) the fair market value of the assets undereach Plan exceeds the present value of all benefits accrued under such Plan ( determined based on thoseassumptions used to fund such Plan ) and ( d ) neither the Company or 11 any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA(other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary courseand without default ) in respect of a Plan ( including a within the meaning of Section 4001(c)(3 ) ofERISA ) ; and ( iii ) each Plan that is intended to be qualified under Section 401(a ) of the Code is so qualified and nothinghas occurred, whether by action or by failure to act, which would cause the loss of such qualification