A PURCHASE PRICE OR AGREED VALUE FOR THE PROPERTY OR ASSET EXPRESSED IN
TERMS OF MONEY, THE FAIR MARKET VALUE) OF SUCH PROPERTY OR ASSET IS IN EXCESS OF
$250,000 ENTERED INTO IN THE PAST 12 MONTHS (OR ENTERED INTO MORE THAN 12 MONTHS
PRIOR TO THE DATE HEREOF IN RESPECT OF WHICH THE APPLICABLE TRANSACTION HAS NOT
BEEN CONSUMMATED);
(VI)
ANY CONTRACT TO WHICH THE COMPANY OR ANY OF
ITS SUBSIDIARIES IS A PARTY OR BY WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES
IS BOUND: (A) GRANTING OR
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OBTAINING ANY RIGHT TO USE ANY MATERIAL INTELLECTUAL PROPERTY (OTHER THAN ANY
CONTRACT GRANTING RIGHTS TO USE READILY AVAILABLE COMMERCIAL SOFTWARE THAT IS
GENERALLY AVAILABLE ON NON-DISCRIMINATORY PRICING TERMS) OR (B) RESTRICTING THE
RIGHTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR PERMITTING OTHER PERSONS,
TO USE OR REGISTER ANY MATERIAL INTELLECTUAL PROPERTY, EXCEPT ANY SUCH CONTRACT
WHICH, IF TERMINATED, WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE;
(VII)
ANY CONTRACT THAT PURPORTS TO LIMIT THE RIGHT OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES: (A)
TO ENGAGE IN ANY LINE OF BUSINESS
OR (B) TO COMPETE WITH ANY PERSON OR OPERATE IN ANY LOCATION; AND
(VIII)
ANY CONTRACT UNDER WHICH THE COMPANY OR ANY OF ITS
SUBSIDIARIES IS OBLIGED TO MAKE ANNUAL PAYMENTS OR INCUR ANNUAL OBLIGATIONS IN
EXCESS OF AN AGGREGATE OF $500,000 OTHER THAN ANY CONTRACT OF THE TYPES REFERRED
TO IN CLAUSES (I) THROUGH (VII) OF THIS DEFINITION (WITHOUT REGARD TO THE DOLLAR
AMOUNTS SET FORTH IN SUCH CLAUSES).
(UU)
"MINIMUM CONDITION" MEANS THE CONDITION SET FORTH
IN PARAGRAPH (A) OF SCHEDULE A.
(VV)
"MINIMUM REQUIRED SHARES" MEANS AT LEAST THAT
NUMBER OF THE OUTSTANDING SHARES REQUIRED PURSUANT TO THE MINIMUM CONDITION
UNLESS THE OFFEROR SHALL HAVE VARIED THE MINIMUM CONDITION IN ACCORDANCE WITH
THIS AGREEMENT, IN WHICH CASE "MINIMUM REQUIRED SHARES" MEANS THAT NUMBER OF THE
OUTSTANDING SHARES WHICH THE OFFEROR TAKES UP ON THE TAKE-UP DATE.
(WW)
"NASDAQ" MEANS NASDAQ GLOBAL MARKET.
(XX)
"NON-COMPLETION FEE" HAS THE MEANING SET FORTH
IN SECTION 6.2.
(YY)
"OFFER" HAS THE MEANING SET FORTH IN SECTION
2.1(A).
(ZZ)
"OFFER DEADLINE" HAS THE MEANING SET FORTH IN
SECTION 8.1(B).
(AAA)
"OFFEROR" MEANS THE PARENT, TOGETHER WITH THE
ACQUISITION COMPANY, IF APPLICABLE.
(BBB)
"OFFICER OBLIGATIONS" MEANS THE OBLIGATIONS OR
LIABILITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO ITS DIRECTORS OR SENIOR
EXECUTIVES, EMPLOYEES AND CONSULTANTS FOR SEVERANCE OR TERMINATION PAYMENTS IN
CONNECTION WITH THE TERMINATION OF THEIR EMPLOYMENT OR SERVICE UPON A CHANGE OF
CONTROL OF THE COMPANY PURSUANT TO ANY WRITTEN EMPLOYMENT AGREEMENTS OR
OTHERWISE, AS SET OUT IN THE COMPANY DISCLOSURE LETTER.
(CCC)
"OPTIONHOLDER" MEANS A HOLDER OF OPTIONS.
(DDD)
"OPTIONS" HAS THE MEANING SET FORTH IN THE RECITALS TO
THIS AGREEMENT.
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(EEE)
"OWNED REAL PROPERTY" HAS THE MEANING SET FORTH IN
SECTION 25 OF SCHEDULE C.
(FFF)
"PARENT" MEANS MILLENNIUM PHARMACEUTICALS,
INC., A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE.
(GGG)
"PERMIT" MEANS