ANY LIABILITY OF IBIS WITH RESPECT TO INTEREST RATE
SWAPS, COLLARS, CAPS AND SIMILAR HEDGING OBLIGATIONS, (VIII) ALL OBLIGATIONS OF
IBIS ARISING UNDER OR WITH RESPECT TO ANY CONDITIONAL SALE OR OTHER TITLE
RETENTION AGREEMENT WITH RESPECT TO PROPERTY ACQUIRED BY IBIS, (IX) PAST DUE OR
DEFERRED RENT OF IBIS, (X) THE AMOUNT OF ACCOUNTS PAYABLE OWED BY IBIS TO ANY
PERSON THAT HAVE NOT BEEN PAID WITHIN 45 DAYS OF THE DATE OF INVOICE THEREOF
(XI) ALL "CUT" BUT "UNCASHED" CHECKS OF IBIS OUTSTANDING AS OF THE CLOSING,
(XII) ANY INDEBTEDNESS REFERRED TO ABOVE OF ANY PERSON WHICH IS EITHER
GUARANTEED BY, OR SECURED BY A SECURITY INTEREST UPON ANY PROPERTY OWNED BY,
IBIS AND (XIII) ACCRUED AND UNPAID INTEREST OF, AND PREPAYMENT PREMIUMS,
PENALTIES OR SIMILAR CONTRACTUAL CHARGES ARISING AS A RESULT OF THE DISCHARGE OF
ANY SUCH FOREGOING OBLIGATION.
(KK)
"INTELLECTUAL PROPERTY" MEANS ALL OF THE FOLLOWING IN ANY
JURISDICTION THROUGHOUT THE WORLD:
(I) PATENTS, PATENT APPLICATIONS AND PATENT
DISCLOSURES AND STATUTORY INVENTION REGISTRATIONS, INCLUDING REISSUES,
DIVISIONS, CONTINUATIONS, CONTINUATIONS IN PART, EXTENSIONS AND REEXAMINATIONS
THEREOF; (II) TRADEMARKS, SERVICE MARKS, TRADE DRESS, TRADE NAMES, CORPORATE
NAMES, LOGOS AND SLOGANS (AND ALL TRANSLATIONS, ADAPTATIONS, DERIVATIONS AND
COMBINATIONS OF THE FOREGOING) AND INTERNET DOMAIN NAMES ANY AND ALL COMMON LAW
RIGHTS AND REGISTRATIONS AND APPLICATIONS FOR THE REGISTRATION THEREOF, AND ALL
EXTENSIONS AND RENEWALS OF ANY OF THE FOREGOING; (III) COPYRIGHTS AND
COPYRIGHTABLE WORKS (INCLUDING SOFTWARE), REGISTERED COPYRIGHTS AND COPYRIGHT
APPLICATIONS, MASK WORKS, NET LISTS AND SCHEMATICS; (IV) CONFIDENTIAL AND
PROPRIETARY INFORMATION INCLUDING TECHNOLOGY, KNOW-HOW, TRADE SECRETS,
UNPATENTED INVENTIONS, IDEAS, ALGORITHMS AND PROCESSES (INCLUDING, WITHOUT
LIMITATION, MANUFACTURING AND PRODUCTION PROCESSES AND TECHNIQUES, DRAWINGS,
SPECIFICATIONS, DESIGNS, PLANS, PROPOSALS, TEST DATA INCLUDING PHARMACOLOGICAL,
BIOLOGICAL, CHEMICAL, BIOCHEMICAL, TOXICOLOGICAL AND CLINICAL TEST DATA,
ANALYTICAL AND QUALITY CONTROL DATA, STABILITY DATA AND CUSTOMER AND SUPPLIER
LISTS AND RELATED INFORMATION); (V) OTHER INTELLECTUAL PROPERTY AND PROPRIETARY
INFORMATION AND (VI) ALL COPIES AND TANGIBLE EMBODIMENTS OF THE FOREGOING, SUCH
AS INSTRUCTION MANUALS, LABORATORY NOTEBOOKS, PROTOTYPES, SAMPLES, SPECIMENS,
STUDIES AND SUMMARIES.
(LL)
"INVESTMENT DATE" MEANS JANUARY 23, 2008.
(MM)
"INVESTMENT DOCUMENTS" MEANS THE MASTER AGREEMENT, THE CALL OPTION
AGREEMENT, THE INVESTOR RIGHTS AGREEMENT [AND THE STOCK SUBSCRIPTION AGREEMENT].
7
(NN)
"INVESTOR RIGHTS AGREEMENT" MEANS THAT CERTAIN INVESTOR RIGHTS
AGREEMENT, DATED AS OF THE INVESTMENT DATE, BY AND AMONG ISIS, IBIS AND AMI.
(OO)
"ISIS LICENSED INTELLECTUAL PROPERTY" MEANS THE INTELLECTUAL
PROPERTY SET FORTH ON SCHEDULE 1(QQ).(1)
(PP)
[***]
(QQ)
"KNOWLEDGE" AND TERMS OF SIMILAR MEANING (INCLUDING, WITHOUT
LIMITATION, "IS AWARE OF") MEAN (I) WITH RESPECT TO IBIS AND ISIS, THE ACTUAL
KNOWLEDGE OF ANY OF THE INDIVIDUALS SET FORTH ON SCHEDULE 1(QQ), AFTER DUE
INVESTIGATION, INCLUDING, WITHOUT LIMITATION, INQUIRY OF PERSONS WITH SUBJECT
MATTER KNOWLEDGE, PROVIDED THAT (A) SOLELY FOR PURPOSES OF SECTIONS 5.1(L)(V),
5.1(L)(VI) AND 5.1(L)(IX), "KNOWLEDGE" AND TERMS OF SIMILAR MEANING (INCLUDING,
WITHOUT LIMITATION, "IS AWARE OF") MEAN THE ACTUAL KNOWLEDGE OF ANY EMPLOYEE OF
IBIS OR ISIS, AFTER DUE INVESTIGATION, INCLUDING, WITHOUT LIMITATION, INQUIRY OF
PERSONS WITH SUBJECT MATTER KNOWLEDGE AND (B) SOLELY FOR