ITS USE, AS
WELL AS ALL PRIOR VERSIONS OF THE T5000 BIOSENSOR SYSTEM, INCLUDING SUCH SYSTEMS
KNOWN AS "TIGER."
(UUU)
"TAX" MEANS ANY FEDERAL, STATE, LOCAL, OR FOREIGN INCOME, GROSS
RECEIPTS, LICENSE, PAYROLL, EMPLOYMENT, EXCISE, SEVERANCE, STAMP, OCCUPATION,
PREMIUM, WINDFALL PROFITS, ENVIRONMENTAL, CUSTOMS AND OTHER DUTIES, CAPITAL
STOCK, FRANCHISE, PROFITS, WITHHOLDING, SOCIAL SECURITY, UNEMPLOYMENT,
DISABILITY, REAL PROPERTY, PERSONAL PROPERTY, SALES, USE, TRANSFER,
REGISTRATION, VALUE ADDED, ALTERNATIVE OR ADD-ON MINIMUM, ESTIMATED, OR OTHER
TAX OF ANY KIND WHATSOEVER, INCLUDING ANY INTEREST, PENALTY, OR ADDITION
THERETO, WHETHER DISPUTED OR NOT, AND INCLUDING ANY OBLIGATION TO INDEMNIFY OR
OTHERWISE ASSUME OR SUCCEED TO THE TAX LIABILITY OF ANY OTHER PERSON.
(VVV)
"TAX RETURN" MEANS ANY RETURN, DECLARATION, REPORT, CLAIM FOR REFUND,
OR INFORMATION RETURN OR STATEMENT RELATING TO TAXES, INCLUDING ANY SCHEDULE OR
ATTACHMENT THERETO, AND INCLUDING ANY AMENDMENT THEREOF.
(WWW)
"THIRD PARTY PAYMENTS" MEANS PAYMENTS, INCLUDING, BUT NOT LIMITED TO
DAMAGE AWARDS, ROYALTY PAYMENTS, LICENSE FEES AND MILESTONE PAYMENTS, THAT ARE
MADE BY[***]TO A THIRD PARTY, WHICH ARE BASED UPON MAKING, HAVING MADE, USING,
SELLING, OFFERING FOR SALE OR IMPORTING [***]UNDER ORDER OF A GOVERNMENTAL
AUTHORITY OR LICENSE AGREEMENTS OR EQUIVALENT AGREEMENTS WITH THE THIRD PARTY TO
OBTAIN RIGHTS UNDER ANY UNITED STATES OR FOREIGN
11
COPYRIGHTS, PATENT APPLICATIONS OR PATENTS THAT ARE [***]TO MAKE, HAVE MADE,
USE, SELL, OFFER FOR SALE OR IMPORT ANY [***]
(XXX)
"TRANSACTION DOCUMENTS" MEANS THE MASTER AGREEMENT, THE INVESTOR
RIGHTS AGREEMENT, [THE STOCK SUBSCRIPTION AGREEMENT, ] THE CALL OPTION
AGREEMENT, THE TRANSITION SERVICES AGREEMENT, THE ESCROW AGREEMENT AND THIS
AGREEMENT.
(YYY)
"TRANSFER" MEANS, WITH RESPECT TO CAPITAL STOCK, ANY SALE, PLEDGE,
HYPOTHECATION, ASSIGNMENT, ENCUMBRANCE OR OTHER TRANSFER OR DISPOSITION, WHETHER
DIRECTLY, INDIRECTLY, VOLUNTARILY, INVOLUNTARILY, BY OPERATION OF LAW, PURSUANT
TO JUDICIAL PROCESS OR OTHERWISE AND, WHEN THE CONTEXT SO REQUIRES, THE ACT OF
DOING ANY OF THE FOREGOING.
Section references for definitions of defined terms defined in the body of this
Agreement rather than in this Section 1.
Defined Term
Section
"§ 338(h)(10) Election"
8.6(g)
"Abbott"
Preamble
"ADR"
10.8
"Agreement"
Preamble
"AMI"
Preamble
"AMI Group"
8.2(a)
"AMI Proceeding"
8.6(e)(ii)
"Applicable AMI Proceeding"
8.6(e)(ii)
"Closing"
3.1
"Closing Date"
3.1
"Closing Purchase Price"
2.2
"Disclosing Party"
8.8(a)
"Disclosure Schedules"
Section 5
"Earnout Payments"
2.3(e)
"Earnout Period"
2.3(a)
"Escrow Agreement"
4.1(l)
"Financial Statements"
5.1(t)
"Foreign Person"
4.1(m)
"Government Contracts"
5.1(l)(ii)
"HSR Act"
4.1(d)
"Ibis"
Preamble
12
"Ibis Contracts"
5.1(x)(i)
"Ibis Employees"
8.11(a)
"Indemnified Party"
8.2(e)
"Indemnifying Party"
8.2(e)
"Isis"
Preamble
"Isis Proceeding"
8.6(e)(i)
"Isis Retirement Plans"
8.11(d)
"Leased Real Property"
5.1(w)(ii)
"Leasehold Improvements"
5.1(w)(ii)
"Leases"
5.1(w)(ii)
"Material Adverse Effect"
4.1(j)
"Material Licenses"
5.1(q)(ii)
"Noncompete Period"
8.9(a)
"Nonsolicitation Period"
8.9(c)
"Parties"
Preamble
"Party"
Preamble
"Purchase Price"
2.2
"Receiving Party"
8.8(a)
"Remaining Shares"
Recitals
"Restricted Assets"
2.4
"Seller Group"
8.2(b)
"Straddle Period"
8.6(c)(ii)
"Third Party Claim"
8.2(e)
"Transaction Value"
2.2
"Transition Services Agreement"
4.1(k)
"WARN Act"
8.11(b)
Section 2.
BASIC TRANSACTION; PURCHASE PRICE.
2.1
Sale and Transfer of the Remaining Shares.
Subject to the terms
and conditions of this Agreement, at the Closing, Isis shall sell, convey,
assign, transfer