AND DELIVERED BY BUYER UNDER THIS AGREEMENT OR
IN CONNECTION HEREWITH.
(O)
"BUYER DISCLOSURE SCHEDULE" HAS THE MEANING SET FORTH IN THE
PREAMBLE OF ARTICLE VII TO THIS AGREEMENT.
(P)
"BUYER GOVERNMENTAL CONSENTS" HAS THE MEANING SET FORTH IN SECTION
7.04.
(Q)
"BUYER GROUP MEMBER" HAS THE MEANING SET FORTH IN SECTION
11.02(A).
(R)
"CHANGE OF CONTROL" MEANS A TRANSACTION WHICH RESULTS IN:
(A)
THE VOTING SECURITIES OF PARENT IMMEDIATELY PRIOR TO SUCH TRANSACTION CEASING TO
REPRESENT AT LEAST FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF PARENT OR
THE SUCCESSOR ENTITY TO PARENT IMMEDIATELY AFTER SUCH TRANSACTION; (B) ANY THIRD
PARTY (OTHER THAN A TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER AN
EMPLOYEE BENEFIT PLAN AND OTHER THAN ANY AFFILIATE OF BUYER) BECOMING THE
BENEFICIAL OWNER OF FIFTY PERCENT (50%) OR MORE OF THE COMBINED VOTING POWER OF
THE OUTSTANDING SECURITIES OF PARENT OR BUYER; OR (C) A SALE OR OTHER
DISPOSITION TO A THIRD PARTY (OTHER THAN ANY AFFILIATE OF BUYER) OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF PARENT OR BUYER.
(S)
"CLOSING" HAS THE MEANING SET FORTH IN SECTION 5.01.
(T)
"CLOSING DATE" MEANS THE DATE THAT THE CLOSING ACTUALLY OCCURS AS
PROVIDED IN SECTION 5.01.
(U)
"COMMERCIALLY REASONABLE EFFORTS" HAS THE MEANING SET FORTH IN
SECTION 4.02(C).
(V)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986.
(W)
"CONTAMINANT" HAS THE MEANING SET FORTH IN SECTION 6.13(B).
(X)
"CONTRACT" MEANS ANY AND ALL COMMITMENTS, CONTRACTS, PURCHASE
ORDERS, LEASES, LICENSES, SUBLICENSES, NOTES, INSTRUMENTS OR OTHER AGREEMENTS,
UNDERTAKINGS OR ARRANGEMENTS OF ANY NATURE, WHETHER WRITTEN OR ORAL.
(Y)
"COPYRIGHTS" MEANS UNITED STATES AND NON-U.S. COPYRIGHTS (AS
DEFINED IN 17 U.S.C. § 901), WHETHER REGISTERED OR UNREGISTERED, AND PENDING
APPLICATIONS TO REGISTER THE SAME.
(Z)
"CORPORATE NAMES" HAS THE MEANING SET FORTH IN SECTION 8.08(A).
(AA)
"DAMAGES" HAS THE MEANING SET FORTH IN SECTION 11.02(A).
(BB)
"ENCUMBRANCE" MEANS ANY MORTGAGE, PLEDGE, ASSESSMENT, SECURITY
INTEREST, DEED OF TRUST, EASEMENT, ENCROACHMENT, LEASE, LIEN, ADVERSE CLAIM,
DEFECT OF TITLE, LEVY, CHARGE, PREFERENCE, PRIORITY, RIGHT OF FIRST REFUSAL,
COVENANT OR OTHER ENCUMBRANCE OR RESTRICTION OF ANY
**Portions of the Exhibit have been omitted and have been filed separately
pursuant to an application for confidential treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934, as amended.
8
kind, or any conditional sale or title retention agreement or other agreement to
give any of the foregoing in the future.
(CC)
"ENVIRONMENTAL LAW" HAS THE MEANING SET FORTH IN SECTION 6.13(B).
(DD)
"EURAND" MEANS EURAND, INC. (FORMERLY DOING BUSINESS AS EURAND
AMERICA, INC.), A NEVADA CORPORATION.
(EE)
"EURAND AGREEMENT" MEANS THAT CERTAIN DEVELOPMENT, LICENSE AND
CONTRACT MANUFACTURING AGREEMENT DATED JULY 3, 2000 BETWEEN SELLER AND EURAND,
AS AMENDED BY AMENDMENT NO. 1 DATED JUNE 15, 2007, THE EURAND AMENDMENT AND
THREE ADDENDA DATED MARCH 11, 2003, JULY 18, 2003 AND AUGUST 6, 2003,
RESPECTIVELY.
(FF)
"EURAND AMENDMENT" MEANS AMENDMENT NO. 2 TO THE EURAND AGREEMENT,
DATED AUGUST 23, 2007, BETWEEN