MEANS THE WAIVER BY GENZYME AND AMENDMENT AND
RESTATEMENT OF THE APC/P53 LICENSE, EFFECTIVE AS OF THE CLOSING DATE, TO BE
EXECUTED AND DELIVERED BY EXACT AND GENZYME AT THE CLOSING, SUBSTANTIALLY IN THE
FORM ATTACHED HERETO AS EXHIBIT A.
"ASSIGNED CONTRACTS" HAS THE MEANING SET FORTH IN SECTION 2.1(A)(II).
"ASSIGNMENT AND ASSUMPTION AGREEMENT" HAS THE MEANING SET FORTH IN
SECTION 5.2(A)(II).
"ASSUMED LIABILITIES" HAS THE MEANING SET FORTH IN SECTION 2.3(A).
"BANKRUPTCY CODE" HAS THE MEANING SET FORTH IN SECTION 3.8.
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"CHANGE OF CONTROL" MEANS, WITH RESPECT TO A PARTY, (A) A SALE OF ALL OR
SUBSTANTIALLY ALL OF SUCH PARTY'S ASSETS, VOTING STOCK, SECURITIES, OR BUSINESS;
(B) A MERGER, REORGANIZATION, OR CONSOLIDATION INVOLVING SUCH PARTY IN WHICH THE
STOCKHOLDERS OF SUCH PARTY IMMEDIATELY PRIOR TO SUCH TRANSACTION CEASE TO OWN
COLLECTIVELY (EITHER DIRECTLY OR THROUGH ONE OR MORE INTERMEDIATE ENTITIES) A
MAJORITY OF THE VOTING EQUITY SECURITIES OF A SUCCESSOR ENTITY; OR (C) THE
ACQUISITION BY A PERSON OR GROUP OF PERSONS ACTING IN CONCERT OF 50% OR MORE OF
THE VOTING EQUITY SECURITIES OF SUCH PARTY.
"CLOSING" HAS THE MEANING SET FORTH IN SECTION 5.1.
"CLOSING DATE" HAS THE MEANING SET FORTH IN SECTION 5.1.
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES
OMISSIONS.
2
"CLOSING PAYMENT" MEANS $18,500,000, PAYABLE, SUBJECT TO THE HOLDBACK SET FORTH
IN ARTICLE 15, AT THE CLOSING.
"CODE" MEANS THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED.
"COLLABORATION PERIOD" MEANS THE PERIOD OF TIME BEGINNING ON THE CLOSING DATE
AND ENDING, IF AT ALL, ON THE EFFECTIVE DATE OF TERMINATION OF SUCH PERIOD BY A
PARTY PURSUANT TO SECTION 4.3.
"COMMITTEE" HAS THE MEANING SET FORTH IN SECTION 4.1.
"COMMON STOCK SUBSCRIPTION AGREEMENT" HAS THE MEANING SET FORTH IN RECITAL D.
"CONFIDENTIAL INFORMATION" OF A PARTY MEANS ALL KNOW-HOW OR OTHER INFORMATION,
INCLUDING PROPRIETARY INFORMATION AND MATERIALS (WHETHER OR NOT PATENTABLE),
REGARDING SUCH PARTY'S OR ITS AFFILIATE'S TECHNOLOGY, PRODUCTS, BUSINESS
INFORMATION, OR OBJECTIVES, THAT IS COMMUNICATED IN ANY WAY OR FORM BY THE
DISCLOSING PARTY TO THE RECEIVING PARTY, AND WHETHER OR NOT DESIGNATED AS
CONFIDENTIAL BY THE DISCLOSING PARTY AT THE TIME ANY SUCH KNOW-HOW OR OTHER
INFORMATION IS DISCLOSED BY THE DISCLOSING PARTY TO THE RECEIVING PARTY.
"CONSIDERATION" HAS THE MEANING SET FORTH IN SECTION 2.2.
"CONTROL OR CONTROLLED" MEANS, WITH RESPECT TO ANY ITEM OR RIGHT, THE POSSESSION
(WHETHER BY OWNERSHIP OR LICENSE, OTHER THAN PURSUANT TO THIS AGREEMENT) BY A
PARTY OF THE ABILITY TO GRANT TO THE OTHER PARTY ACCESS OR A LICENSE AS PROVIDED
IN THIS AGREEMENT UNDER SUCH ITEM OR RIGHT WITHOUT VIOLATING THE TERMS OF ANY
AGREEMENT OR OTHER ARRANGEMENTS WITH ANY THIRD PARTY.
"CROSS LICENSE AGREEMENT" MEANS THE CROSS LICENSE AND COLLABORATION AGREEMENT,
DATED AS OF APRIL 1, 2003, BY AND BETWEEN EXACT AND GENZYME.
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"DISCLOSED CONTRACT" HAS THE MEANING SET FORTH IN