ascribed to such terms in this Section 1.
(A)
"ABBOTT TRANSACTION TEAM" MEANS THE INDIVIDUALS LISTED ON SCHEDULE
1(A).
(B)
["ADDITIONAL SHARES" MEANS 114,250 SHARES OF COMMON STOCK ACQUIRED
BY AMI PURSUANT TO THE STOCK SUBSCRIPTION AGREEMENT, AS MAY BE HELD FROM TIME TO
TIME BY AMI AND ITS PERMITTED ASSIGNS, WHICH, TOGETHER WITH THE SHARES,
REPRESENT APPROXIMATELY 18.6% OF THE ISSUED AND OUTSTANDING COMMON STOCK.]
(C)
"AFFILIATE" OF AN ENTITY MEANS ANY OTHER ENTITY THAT, DIRECTLY OR
INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS, IS CONTROLLED BY, OR
IS UNDER COMMON CONTROL WITH SUCH FIRST ENTITY.
FOR PURPOSES OF THIS DEFINITION
ONLY, "CONTROL" (AND, WITH CORRELATIVE MEANINGS, THE TERMS "CONTROLLED BY" AND
"UNDER COMMON CONTROL WITH") MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF
THE POWER TO DIRECT THE MANAGEMENT OR POLICIES OF AN ENTITY,
WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES OR BY CONTRACT RELATING TO
VOTING RIGHTS OR CORPORATE GOVERNANCE; PROVIDED, THAT (I) WITH RESPECT TO AMI
AND ABBOTT, THE TERM "AFFILIATE" SHALL SPECIFICALLY EXCLUDE [***] AND (II) WITH
RESPECT TO ISIS, THE TERM "AFFILIATE" SHALL SPECIFICALLY EXCLUDE [***].
(D)
"APPLICABLE LAW" OR "LAW" MEANS ALL APPLICABLE COMMON LAW, LAWS,
CONSTITUTIONAL PROVISIONS, ORDINANCES, STATUTES, RULES, REGULATIONS,
ADMINISTRATIVE RULINGS, EXECUTIVE ORDERS AND OTHER PRONOUNCEMENTS HAVING THE
EFFECT OF LAW OF ANY FEDERAL, NATIONAL, MULTINATIONAL, STATE, PROVINCIAL,
COUNTY, CITY OR OTHER POLITICAL SUBDIVISION, AGENCY OR OTHER BODY, DOMESTIC OR
FOREIGN, INCLUDING BUT NOT LIMITED TO ANY APPLICABLE RULES, REGULATIONS,
GUIDELINES, OR OTHER REQUIREMENTS OF GOVERNMENTAL AUTHORITIES THAT MAY BE IN
EFFECT FROM TIME TO TIME.
(E)
"APPLICABLE RATE" MEANS AS OF ANY PARTICULAR DATE, THE PRIME RATE
AS QUOTED IN THE MONEY RATES SECTION OF THE WALL STREET JOURNAL, PLUS [***]%.
(F)
[***]
(G)
"BUSINESS" MEANS RESEARCHING, DEVELOPING, MANUFACTURING, SELLING,
MARKETING, DISTRIBUTING AND USING A SYSTEM, PROCESS OR REAGENTS FOR THE
IDENTIFICATION AND/OR QUANTITATION OF NUCLEIC ACIDS OR THE PERFORMANCE OF
SERVICES RELATING TO ANY OF THE FOREGOING, AS CONDUCTED BY IBIS OR BY ISIS, WITH
RESPECT TO THE DIVISION, ON AND PRIOR TO THE CLOSING DATE.
(H)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY, OR A
DAY ON WHICH THE BANKS IN CHICAGO, ILLINOIS ARE AUTHORIZED OR OBLIGATED BY LAW
TO CLOSE.
(I)
"CALL OPTION" HAS THE MEANING ASCRIBED TO SUCH TERM IN THE CALL
OPTION AGREEMENT.
(J)
"CALL OPTION AGREEMENT" MEANS THAT CERTAIN CALL OPTION AGREEMENT,
DATED AS OF THE INVESTMENT DATE, BY AND AMONG ISIS, IBIS AND AMI.
(K)
"CAPITAL STOCK" MEANS ALL CAPITAL STOCK, EQUITY OR CONTROLLING
INTERESTS AND OTHER SECURITIES IN AN ISSUER, INCLUDING, WITHOUT LIMITATION,
OPTIONS, WARRANTS, DEPOSITARY RECEIPTS, STOCK APPRECIATION OR PHANTOM STOCK
RIGHTS OR OTHER AGREEMENTS OR UNDERTAKINGS, INCLUDING STOCK OR SECURITIES
CONVERTIBLE OR EXCHANGEABLE FOR ANY SHARES OF CAPITAL STOCK, EQUITY OR
CONTROLLING INTERESTS OR OTHER SECURITIES IN AN ISSUER OR CONTAINING ANY PROFIT
PARTICIPATION FEATURES OR PURSUANT TO WHICH SUCH ISSUER IS OR COULD BE BOUND TO
ISSUE OR REPURCHASE ANY CAPITAL STOCK, EQUITY OR CONTROLLING INTERESTS OR OTHER
SECURITIES.
(L)
"CHANGE OF CONTROL" MEANS, WITH