OTHER THAN THE DISCLOSING PARTY OR ITS
REPRESENTATIVES, WHO IS NOT BOUND BY A CONFIDENTIALITY OBLIGATION TO THE
DISCLOSING PARTY OR ITS REPRESENTATIVES; OR
(IV)
IS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY OR ITS
REPRESENTATIVES WITHOUT REFERENCE TO OR USE OF ANY CONFIDENTIAL INFORMATION OF
THE DISCLOSING PARTY.
3
(Q)
"CONTRACT" MEANS ANY CONTRACT, LEASE, DEED, MORTGAGE, LICENSE,
INSTRUMENT, NOTE, COMMITMENT, UNDERTAKING, UNDERSTANDING, INDENTURE, JOINT
VENTURE, PURCHASE ORDER, SERVICE ORDER AND ALL OTHER AGREEMENTS AND
ARRANGEMENTS, WHETHER ORAL OR WRITTEN.
(R)
"CONTRIBUTION AGREEMENT" MEANS THE CONTRIBUTION AGREEMENT, DATED
AS OF JULY 31, 2007, BY AND BETWEEN ISIS AND IBIS.
(S)
"CORPORATE SERVICES AGREEMENT" MEANS THAT CERTAIN CORPORATE
SERVICES AGREEMENT, DATED AS OF JULY 31, 2007, BY AND BETWEEN ISIS AND IBIS.
(T)
"DIVISION" MEANS THE IBIS BIOSCIENCES DIVISION OF ISIS.
(U)
"EARNOUT THRESHOLD" MEANS $150 MILLION MINUS ALL COMMERCIAL
REVENUE FOR THE PERIOD BEGINNING ON THE DATE [***] THROUGH THE CLOSING DATE AS
SET FORTH ON SCHEDULE 1(U), WHICH HAS BEEN PREPARED IN ACCORDANCE WITH GAAP AND
ISIS' INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING.
(V)
"EMPLOYEE PENSION BENEFIT PLAN" HAS THE MEANING SET FORTH IN
SECTION 3(2) OF ERISA.
(W)
"EMPLOYEE WELFARE BENEFIT PLAN" HAS THE MEANING SET FORTH IN
SECTION 3(1) OF ERISA.
(X)
"ENCUMBRANCE" MEANS ANY MORTGAGE, COVENANT, HYPOTHECATION,
CONDITION, CLAIM, EASEMENT, ENCROACHMENT, RIGHT OF WAY, RESTRICTION, OPTION,
LIEN (STATUTORY OR OTHERWISE), PLEDGE, CHARGE, LICENSE, SECURITY INTEREST OR
ENCUMBRANCE OF ANY NATURE WHATSOEVER.
(Y)
"ENVIRONMENTAL LAWS" MEANS ANY FEDERAL, STATE, LOCAL OR FOREIGN
STATUTES, ORDINANCES, CODES, TREATIES, OR OTHER LAWS (INCLUDING, WITHOUT
LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN AIR ACT,
THE CLEAN WATER ACT, THE TOXIC SUBSTANCES CONTROL ACT, THE OIL POLLUTION
PREVENTION ACT, THE FEDERAL INSECTICIDE, FUNGICIDE, & RODENTICIDE ACT, THE SAFE
DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE SOLID WASTE
DISPOSAL ACT, THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT, 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 MATERIALS, NOISE CONTROL, ODOR OR THE PROTECTION OF PUBLIC
OR WORKPLACE HEALTH OR SAFETY, NATURAL RESOURCES, OR THE ENVIRONMENT.
(Z)
"ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED.
(AA)
"ESCROW AGENT" MEANS LASALLE BANK NATIONAL ASSOCIATION, A NATIONAL
BANKING ASSOCIATION.
4
(BB)
"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).
(CC)
"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;