THE
OCCUPATIONAL SAFETY AND HEALTH ACT), INCLUDING ANY REGULATIONS, RULES, PLANS,
OTHER CRITERIA, POLICIES OR GUIDELINES PROMULGATED PURSUANT TO SUCH LAWS, AND
ALL COMMON LAW, ORDERS, JUDGMENTS, DECREES, JUDICIAL OR AGENCY INTERPRETATIONS
NOW OR HEREAFTER IN EFFECT RELATING TO POLLUTION, THE GENERATION, PRODUCTION,
INSTALLATION, USE, STORAGE, TREATMENT, TRANSPORTATION, RELEASE, THREATENED
RELEASE, INVESTIGATION, MONITORING, REMEDIATION, CLEANUP, ABATEMENT, REMOVAL, OR
DISPOSAL OF HAZARDOUS
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MATERIALS, NOISE CONTROL, ODOR OR THE PROTECTION OF PUBLIC OR WORKPLACE HEALTH
OR SAFETY, NATURAL RESOURCES, OR THE ENVIRONMENT.
(BB)
"ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED.
(CC)
"FUNDAMENTAL AMI REPRESENTATIONS" MEANS THOSE REPRESENTATIONS AND
WARRANTIES OF AMI SET FORTH IN SECTION 5.2(A) (POWER AND AUTHORITY),
SECTION 5.2(B) (ENFORCEABILITY), SECTION 5.2(C) (GOVERNMENTAL AUTHORITY;
CONSENTS), AND SECTION 5.2(D) (NO CONFLICTS).
(DD)
"FUNDAMENTAL ISIS REPRESENTATIONS" MEANS THOSE REPRESENTATIONS AND
WARRANTIES OF ISIS SET FORTH IN SECTIONS 5.1(A) (POWER AND AUTHORITY),
5.1(B) (ENFORCEABILITY), 5.1(C) (GOVERNMENTAL AUTHORITY; CONSENTS), 5.1(D) (NO
CONFLICTS), 5.2(E) (DUE ORGANIZATION; QUALIFICATION), 5.1(G) (CAPITALIZATION;
VOTING RIGHTS), 5.1(J) (TITLE TO PROPERTIES AND TANGIBLE ASSETS; LIENS, ETC.),
5.1(K) (SUFFICIENCY OF ASSETS), 5.1(M) (COMPLIANCE WITH OTHER INSTRUMENTS),
5.1(T)(II) (CERTAIN BALANCE SHEET ITEMS) AND 5.1(V) (BROKERS' FEES).
(EE)
"GAAP" MEANS UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, APPLIED ON A CONSISTENT BASIS.
(FF)
"GOVERNMENTAL AUTHORITY" MEANS ANY GOVERNMENTAL OR
QUASI-GOVERNMENTAL AGENCY, DEPARTMENT, BUREAU, OFFICE, CENTER, INSTITUTE, COURT,
COMMISSION OR OTHER UNIT OF THE GOVERNMENT OF THE UNITED STATES OF AMERICA OR OF
ANY OF ITS RESPECTIVE STATES OR LOCAL UNITS OF GOVERNMENT THEREOF, OR OF A
FOREIGN SOVEREIGN OR OF A PROVINCIAL, REGIONAL OR METROPOLITAN GOVERNMENT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY REGULATORY AUTHORITY.
(GG)
"[***]" MEANS THE [***] IDENTIFIED ON EXHIBIT C, WHICH HAS BEEN
PREPARED IN ACCORDANCE WITH GAAP AND ISIS' INTERNAL CONTROLS AND PROCEDURES FOR
FINANCIAL REPORTING, AS UPDATED AND DELIVERED PURSUANT TO SECTION 8.17.
(HH)
"[***]" MEANS ANY PAYMENTS DUE TO IBIS FROM A [***] WITH RESPECT TO
[***] AWARDED TO IBIS OR CONTRACTS WITH IBIS, IN EACH CASE TO THE EXTENT IBIS
HAS PERFORMED THE RESEARCH OR OTHER SERVICES DESCRIBED IN THE [***] OR CONTRACT,
BUT NOT RECEIVED PAYMENT THEREFOR PRIOR TO THE CLOSING DATE.
(II)
"HAZARDOUS MATERIALS" MEANS ANY SUBSTANCE, CHEMICAL, SOLVENT,
COMPOUND, WASTE, RESIDUE, CONTAMINANT OR OTHER MATERIAL WHICH IS REGULATED BY OR
FORMS THE BASIS OF LIABILITY NOW OR HEREAFTER UNDER ANY ENVIRONMENTAL LAW,
INCLUDING, WITHOUT LIMITATION:
(I) ANY "SOLID WASTE," "DANGEROUS GOODS,"
"HAZARDOUS WASTE," "HAZARDOUS SUBSTANCE," "HAZARDOUS MATERIAL," "EXTREMELY
HAZARDOUS WASTE," "POLLUTANT," "CONTAMINANT," "HAZARDOUS CONSTITUENT," "SPECIAL
WASTE," "UNIVERSAL WASTE," "TOXIC SUBSTANCE," OR ANY OTHER SIMILAR TERM OR
PHRASE AS DEFINED UNDER ANY ENVIRONMENTAL LAW; (II) ANY PETROLEUM, OR PETROLEUM
PRODUCTS, BYPRODUCTS OR BREAKDOWN PRODUCTS, INCLUDING CRUDE OIL AND ANY FRACTION
THEREOF; (III) NATURAL SYNTHETIC GAS USABLE FOR FUEL; (IV) ANY ASBESTOS,
LEAD-BASED PAINT, POLYCHLORINATED BIPHENYL, MOLD, RADON GAS, RADIOACTIVE
MATERIAL OR BYPRODUCT, ISOMER OF DIOXIN, OR ANY MATERIAL OR THING CONTAINING OR
COMPOSED OF SUCH SUBSTANCE OR SUBSTANCES; AND (V) ANY VIRUS, BACTERIA, PROTOZOA,
PARASITE, FUNGI, OR OTHER PATHOGEN OR ANY OTHER SUBSTANCE, CHEMICAL, SOLVENT,
COMPOUND, WASTE, RESIDUE,
5