definiens: means the operation by the Seller Parties, including through the Company and the ContinuingSubsidiaries, of the following lines of population health management business, collectively:(a ) Utilization of technology - enabled, evidence - based solutions to aid patients in the management of theirchronic and high - cost health conditions and risk factors for asthma, coronary artery disease, chronic obstructivepulmonary disease, diabetes, heart failure, pain, weight management, musculoskeletal pain, arthritis anddepression, among other disease states and health conditions, to improve clinical and financial outcomes throughthe uses of the following strategies and tools : ( 1 ) education of individuals with chronic conditions about theirillnesses, potential complications and the importance of therapy compliance ; ( 2 ) monitoring by staff andtechnology of participants ’ progress and compliance with the care plans ; ( 3 ) identification of potential care gaps, which occur when individuals are not treated in accordance with best practices or when they fail to follow theirtreatment plans, and communication to providers ; ( 4 ) development of health management protocols andproprietary algorithms using evidence - based 4medicine and chronic care management best practices ; ( 5 ) making assessments of participants ’ readiness tochange and health issues to be addressed and, based on those assessments, delivering personalizedinterventions for participants that connect them with health management solutions, care alerts, and devices toimprove health and productivity and lower healthcare cost ; and ( 6 ) 24/7 Nurse hotline ( such activities, collectively, ) ; ( b ) Provision of complex case management and utilization review services for patients, focused primarily onservices for adults with the highest level of health risks, life - limiting illnesses ( e.g. cancer ) and/or multiple co - morbid conditions, ( such activities, collectively, ) ; ( c ) Offering health behavior modification training, principally for smoking cessation and weight managementthrough tobacco cessation program and weight management program, deliveredthrough coaching, technology tools and resources and supporting therapies ( including nicotine replacementtherapy ), as well as research, training & evaluation activities related to smoking cessation and weightmanagement ( such activities, collectively, ) ; ( d ) Providing lifestyle and behavioral coaching and technology tools and resources to support healthybehaviors and disease prevention through : ( 1 ) administration of health risk assessments to identify risk factorsassociated with chronic disease, including tobacco use, poor nutrition, physical inactivity, and chronic stress;and ( 2 ) evaluating these risks and deploying health coaching, administered telephonically or through web - basedand mobile applications, to provide individuals with guidance, support, incentives and education to promotebehavior change ( such activities, collectively, ) ; ( e ) Supporting pregnant women and premature infants through coaching, technology tools and resources, obstetrical homecare services and case management through : ( 1 ) risk assessments focused on identifyingwomen who may experience pregnancy complications ; ( 2 ) telephonic and home - based wellness, case andcondition management services ; ( 3 ) home - based obstetrical monitoring and clinical services for pregnant womenwith medical or pregnancy - related problems ( including administration of drug therapies ) ; ( 4 ) neonatal and first yearof life services to support infant care management ; and ( 5 ) fielding of referrals from providers for clinical services(such activities, collectively, ) ; and(f ) The development and implementation of operations, sales and marketing, as well as the development, licensing, commercialization, use and sale of software and database technology, including the Company’sproprietary technology platforms ( including the Apollo Platform, Trax CS, Quit for Life, Weight Talk, PCMS ) thatform a health management system integrating data from sources including employers, health plans, pharmacybenefit managers, laboratories, devices, third - party vendors and patient self - reports and provides enrollment andservice delivery, patient records, workflow and information processing, care alerts / care gap engine, securemessaging, reporting and provider and member interfaces . Together, operations, sales and marketing andtechnology serve as the supporting infrastructure for the foregoing activities