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.
6
MANAGEMENT OR POLICIES OF A PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING
SECURITIES OR BY CONTRACT, RESOLUTION OR REGULATION.
(C)
"AGREEMENT" HAS THE MEANING SET FORTH IN THE PREAMBLE HERETO.
(D)
"ALLOCATION" HAS THE MEANING SET FORTH IN SECTION 4.03(A).
(E)
"ALLOCATION STATEMENT" HAS THE MEANING SET FORTH IN SECTION
4.03(A).
(F)
"ASSETS AND PROPERTIES" AND "ASSETS OR PROPERTIES" OF ANY PERSON
MEANS ALL ASSETS AND PROPERTIES OF ANY KIND, NATURE, CHARACTER AND DESCRIPTION
(WHETHER REAL, PERSONAL OR MIXED, WHETHER TANGIBLE OR INTANGIBLE AND WHEREVER
SITUATED), INCLUDING THE GOODWILL RELATED THERETO, OPERATED, OWNED OR LEASED BY
SUCH PERSON, INCLUDING CASH, CASH EQUIVALENTS, ACCOUNTS AND NOTES RECEIVABLE,
CHATTEL PAPER, DOCUMENTS, INSTRUMENTS, GENERAL INTANGIBLES, REAL ESTATE,
EQUIPMENT, INVENTORY, GOODS AND INTELLECTUAL PROPERTY.
(g)
"Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement in the form of Exhibit A attached hereto.
(H)
"ASSUMED LIABILITIES" MEANS (I) ALL LIABILITIES AND OBLIGATIONS OF
SELLER UNDER OR PURSUANT TO THE PRODUCT CONTRACTS TO BE PERFORMED FOLLOWING THE
CLOSING, EXCEPT TO THE EXTENT SUCH LIABILITIES AND OBLIGATIONS, BUT FOR THE
BREACH OR DEFAULT BY SELLER, WOULD HAVE BEEN PAID, PERFORMED OR OTHERWISE
DISCHARGED ON OR PRIOR TO THE CLOSING DATE OR TO THE EXTENT THE SAME ARISE OUT
OF SUCH BREACH OR DEFAULT AND (II) ALL LIABILITIES IN RESPECT OF TAXES OTHER
THAN TAXES FOR WHICH SELLER IS LIABLE PURSUANT TO SECTIONS 4.04 AND 8.13.
(I)
"BASE PURCHASE PRICE" HAS THE MEANING SET FORTH IN SECTION 4.01.
(J)
"BOOKS AND RECORDS" MEANS ALL FILES, DOCUMENTS, INSTRUMENTS,
PAPERS, BOOKS AND RECORDS (SCIENTIFIC OR FINANCIAL) OF SELLER TO THE EXTENT
RELATING TO THE PURCHASED ASSETS, THE PRODUCT OR BUSINESS (OTHER THAN MARKETING
MATERIALS), INCLUDING ANY PRICING LISTS, CUSTOMER LISTS (TO THE EXTENT OWNED BY
SELLER), VENDOR LISTS, FINANCIAL DATA, REGULATORY INFORMATION OR FILES
(INCLUDING ADVERSE EVENT REPORTS AND ANNUAL REGULATORY REPORTS), LITIGATION,
ADVERSE CLAIMS OR DEMANDS, INVESTIGATION INFORMATION OR FILES, TRADEMARK
REGISTRATION CERTIFICATES, TRADEMARK RENEWAL CERTIFICATES, AND OTHER
DOCUMENTATION RELATING TO INTELLECTUAL PROPERTY, THE PRODUCT OR THE REGULATORY
APPROVALS, BUT EXCLUDING ANY SUCH ITEMS SPECIFICALLY PREPARED BY SELLER FOR THE
NEGOTIATION OF THIS AGREEMENT.
(K)
"BUSINESS" HAS THE MEANING SET FORTH IN THE RECITALS TO THIS
AGREEMENT.
(L)
"BUSINESS DAY" MEANS A DAY OTHER THAN SATURDAY, SUNDAY OR ANY DAY
ON WHICH BANKS LOCATED IN NEW YORK CITY OR SWITZERLAND ARE AUTHORIZED OR
OBLIGATED BY LAW TO BE CLOSED.
(M)
"BUYER" HAS THE MEANING SET FORTH IN THE PREAMBLE TO THIS
AGREEMENT.
**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.
7
(N)
"BUYER ANCILLARY AGREEMENTS" MEANS ALL AGREEMENTS, INSTRUMENTS AND
DOCUMENTS BEING OR TO BE EXECUTED