Definitions

Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment have the meanings assigned thereto in the Note Purchase Agreement as presently in effect.

Definitions. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred to herein: "BUSINESS DAY" means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Idaho. 1 "CHANGE OF CONTROL" means the consummation of any transaction or series of any related transactions (including without limitation, by way of merger) the result of which is that any "person" (as defined in... Section 13(d) of the Exchange Act) or "group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act) of more than fifty percent (50%) of the voting power of the Common Stock. "COMMON STOCK" means the Common Stock, par value $.001 per share, of Company, any successor class or classes of common equity (however designated) of Company into or for which such Common Stock may hereafter be converted, exchanged, or reclassified and any class or classes of common equity (however designated) of Company which may be distributed or issued with respect to such Common Stock or successor class or classes to holders thereof generally. "CONVERSION PRICE" means two cents ($0.02) per share. "EQUITY ISSUANCE" means the issuance or sale by any Company of any Common Stock or any other shares, options, warrants, or other ownership interests (regardless of how designated) of or in any Company, or any other security or instrument convertible into, or exchangeable for, Common Stock. "EVENT OF DEFAULT" is defined in SECTION 4 hereof. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "INTEREST PAYMENT DATE" means the Maturity Date. "MATURITY DATE" means April 14, 2026. "MAXIMUM RATE" means the highest non-usurious rate of interest (if any) permitted from day to day by applicable law. "PERSON" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity. "SEC" means the Securities and Exchange Commission and any successor thereof. "STOCK" means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless of how designated) of or in a corporation, partnership, limited liability company, trust, or other entity, whether voting or nonvoting, including common stock, preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act). 2 View More

Definitions. For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Lease unless otherwise defined herein. The Lease, as amended by this Amendment, shall be referred to herein as the "Amended Lease."

Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan, and, as used herein, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common... control with, such specified Person. For the purposes of this Agreement, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this Agreement, none of the Company or any of its subsidiaries will be considered an Affiliate of any Sponsor or any of their respective Affiliates or Affiliated Funds. "Affiliated Fund" means, with respect to any specified Person, (a) an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such Person or, with respect to a Person that is a Sponsor or an Affiliate of a Sponsor, (b) any partnership, limited liability company or other legal entity controlled (i) jointly by the Sponsors and/or their respective Affiliates or (ii) individually by a single Sponsor and/or its Affiliates, in each case (i) and (ii) that is formed to invest directly or indirectly in the Company. "Capital IV" means Clear Channel Capital IV, LLC, a Delaware limited liability company formed and jointly controlled by the Sponsors, and its successors and/or assigns. "Capital V" means Clear Channel Capital V, L.P., a Delaware limited partnership formed and jointly controlled by the Sponsors, and its successors and/or assigns. "Change of Control" means (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, after which the Sponsors and their respective Affiliated Funds and Affiliates do not directly or indirectly control capital stock representing more than 25% of the economic interests in and 25% of the voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after which in excess of 50% of the Company's voting power is owned directly or indirectly by any Person and its "affiliates" or "associates" (as such terms are defined the Securities Exchange Act of 1934, as amended and the rules thereunder), other than the Sponsors and their respective Affiliated Funds 6 and Affiliates (or a group of Persons that includes such Persons); or (c) a sale of all or substantially all of the assets of the Company to any Person and the "affiliates" or "associates" of such Person (or a group of Persons acting in concert), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons). "Disability" (a) has the meaning given to such term in the Optionee's employment agreement then in effect, if any, between the Optionee and the Company or any of its subsidiaries, or (b) if there is no such term in such employment agreement or there is no such employment agreement then in effect, means the disability of an Optionee during his or her Employment through any illness, injury, accident or condition of either a physical or psychological nature as a result of which, in the judgment of the Board, he or she is unable to perform substantially all of his or her duties and responsibilities, notwithstanding the provision of any reasonable accommodation, for 6 consecutive months during any period of 12 consecutive months. "Equity Shares" means Shares as such term is used in the Stockholders Agreement. "Investors" means Capital IV and Capital V and their "Permitted Transferees," as defined in the Stockholders Agreement. "Investor Shares" means Equity Shares of any type held by the Investors and shall include any stock, securities or other property or interests received by the Investors in respect of Equity Shares in connection with any stock dividend or other similar distribution, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, repurchase, merger, exchange of stock or other transaction or event that affects the Company's capital stock occurring after the date of issuance. "Members of the Immediate Family" means, with respect to an individual, each spouse or child or other descendant of such individual, each trust created solely for the benefit of one or more of the aforementioned persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned persons in his or her capacity as such custodian or guardian. "Permitted Transferee" means (a) the Optionee's estate, executors, administrators, personal representatives, heirs, legatees or distributees, in each case acquiring the Received Shares in question pursuant to the will or other instrument taking effect at death of such Optionee or by applicable laws of descent and distribution, or (b) a trust, private foundation or entity formed for estate planning purposes for the benefit of the Optionee and/or any of the Members of the Immediate Family of such Optionee. In addition, the Optionee shall be a Permitted Transferee of the Optionee's Permitted Transferees. "Public Offering" means a public offering and sale of shares of common stock of the Company, for cash pursuant to an effective registration statement under the Securities Act of 1933, as amended. 7 "Qualified Public Offering" means the first underwritten Public Offering after the Grant Date pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) in connection with which the Company or any of the Sponsors or their respective Affiliates or Affiliated Funds receives sale proceeds therefrom. "Return to Investor" means the return to the Sponsors and their respective Affiliates and Affiliated Funds, measured in the aggregate, on their cash investment to purchase Investor Shares, taking into account the amount of all cash dividends and cash distributions to the Sponsors and their respective Affiliates and Affiliated Funds in respect of their Investor Shares and all cash proceeds to the Sponsors and their respective Affiliates and Affiliated Funds from the sale or other disposition of such Investor Shares. "Sponsors" shall mean Bain Capital (CC) IX L.P. and Thomas H. Lee Equity Fund VI, L.P. "Stockholders Agreement" means the Stockholders Agreement, dated as of July 29, 2008, as amended from time to time, by and among the Company, BT Triple Crown Merger Co., Inc. and other stockholders of the Company who from time to time may become parties thereto. "Transfer" means any sale, pledge, assignment, encumbrance, distribution or other transfer or disposition of shares or other property to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. View More

Definitions. Any capitalized terms that are used but not defined herein shall have the meanings ascribed thereto by the Lease.

Definitions. In this Agreement the following words and expressions shall have the following meanings: "Affiliate" means any company, corporation, firm, individual, trust or other entity which controls, is controlled by or is under common control with a party to this Agreement, and for the purpose of this definition the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such firm, person, trust or 2 ... company, whether through the ownership of voting securities, by contract or otherwise, or the ownership either directly or indirectly, including the ownership by trusts with substantially the same beneficial interests, of 50% or more of the voting securities (or, in relation to any country where ownership of more than 50% of the voting securities is prohibited by law, the maximum percentage permitted, provided such percentage is no less than 30%) of such company, corporation, firm, individual, trust ox other entity; "Approved Facilities" means the approved facilities located at 10450 Science Center Dr, San Diego, CA 92121, USA ("Manufacturing Facility") and Zone Industrielle Chesnes Ouest, 55, rue de Montmurier, BP. 45, F 38291 Saint Quentin-Fallavier, France ("Packaging Facility") or as may be changed pursuant to this Agreement comprising buildings and Equipment where Skye shall Manufacture and Quality Control and store or have Manufactured, Quality Controlled and stored the Product; "Certificate of Analysis" means a document setting out the results of analysis of a batch of Product together with the Specification and methods by which, the tests were performed; "Certificate of Conformance" means a document stating and confirming that the Product has been Manufactured and Quality Controlled in accordance with, and in all respects complies with, cGMP and the Marketing Authorisation; "cGMP" means current Good Manufacturing Practice as set out in European Directive 91/356/EEC or its local equivalent as amended from time to time; "Confidential Information" means all confidential information, data and materials 3 in whatever form disclosed by one party to the other or received in connection with this Agreement including, without limitation, the terms of this Agreement, but excluding information: (a) which, at the time of disclosure by one party to the other, is in the public domain; (b) which, after disclosure by one party to the other, becomes part of the public domain by publication, except by breach of any obligation of confidentiality; (c) which the receiving party can establish by competent proof was already in its possession at the time of its receipt and was not acquired directly or indirectly from the other party; (d) which, after disclosure by one party to the other, was developed independently of the information received; or (e) received from third parties who were lawfully entitled to disclose such information; "Delivery" means Skye making available at the Packaging Facility the Product for collection by Mundipharma or its nominated carrier, "Delivery Date" means that date upon which the Product is available for collection from the Packaging Facility; "Distribution Agreement" means the distribution agreement in relation to the Product between Skye and Mundipharma International Holdings Limited; "EMEA" means the European Medicines Evaluation Agency or any successors thereto; 4 "Equipment" means the equipment used in the Manufacture, assembly, Packaging, analysis and testing of the Product; "Finished Product" means Product presented in Vials, packaged and labelled for sale to end users; "Intellectual Property" means patents, trade marks, service marks, logos, trade names, rights in designs, copyright, utility models, rights in Know-How and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world; "Manufacture" means all methods, processes, data and documentation used by Skye or its Third Party Manufacturer in relation to the manufacture Packaging and Quality Control of the Product and "Manufacturer" shall be construed accordingly; "Manufacturing Approval" means all necessary or appropriate approvals, licences, permits, registrations and authorisations in respect of the Manufacture and Quality Control of the Product; "Manufacturing Licence" means any licence as granted by the Regulatory Authority to Skye or the Third Party Manufacturer in the applicable territory to Manufacture the Product; "Manufacturing Technology" means all methods, processes, designs, data, procedures and other information relating to the Manufacture of the Product, including without limitation final quality assurance procedures, manufacturing procedures, product and raw material specifications, formulation data and other technology related thereto; "Marketing Authorisation" means the approval by the EMEA numbered 5 EU/1/01/187/001 permitting the commercial marketing of the Product in certain of the countries licensed to Mundipharma International Holdings Limited under the Distribution Agreement for the licensed indication; "Net Sales" means total gross sales of Finished Product invoiced by Mundipharma International Holdings limited, its Affiliates, sub-distributors and sub-licensees to Third Parties, less: (a) transport, freight and insurance costs; (b) sales and excise taxes and duties; (c) normal and customary trade, quantity and cash discounts and rebates; (d) amounts repaid, discounted or credited by reason of (i) retroactive price reductions; (ii) discounts; or (iii) rebates which are, in any case, imposed upon Mundipharma International Holdings limited, its Affiliates, sub-licensees or sub-distributors by any governmental or non-governmental body with the authority to impose such price reductions, discounts or rebates; (e) billing errors; and (f) amounts repaid or credited (other than in respect of outdated goods) for rejected, returned or recalled goods; "Packaging" means all operations in the assembly, labelling, packaging and Quality Control of the Finished Product ready for sale or supply to a third party in any country licensed under the Distribution Agreement and "Packaged" shall be construed accordingly; 6 "Product" means the Depofoam formulation of cytarabine (a sustained release formulation of cytarabine (ara-C) a pyrimidine analogue (L01BC01)) made to the Specification; "Product Price" means [**] Euros per Vial of Finished Product; "Qualified Person" means a Qualified Person as defined in European Directive 2001/83/EC; "Quality Control" means the sampling, laboratory testing and inspection at the Approved Facilities of: (a) Raw Materials, in-process materials and Finished Product; and (b) the Finished Product as necessary for Release; "Quarter" means any three month period ending on the last day of March, June, September or December in any calendar year; "Raw Materials" means all raw materials required to produce the Product; "Regulatory Authority" means any competent regulatory authority or other governmental body (for example, but not by way of limitation, the EMEA) responsible for granting Manufacturing Licences and Manufacturing Approvals in any country licensed under the Distribution Agreement; "Release" means release of the Finished Product from the Packaging Facility to Mundipharma for sale; "Specification" means the specification of the Product as set out in the Appendix; 7 "Technical Agreement" means the technical agreement between the parties relating to the Manufacture of the Product to be agreed in good faith; "Term" means the term of this Agreement as set out in Clause 9; "Third Party Manufacturer" means a third party appointed by Skye to Manufacture the Product on its behalf; and "Vial" means a [**] vial containing the Product. 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Definitions. 1.1 References in the Original Agreement to this "Agreement" shall mean the Original Agreement, as amended by this Amendment. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings ascribed to them in the Original Agreement. 1.2 When used in this Amendment, the following capitalized terms shall have the meanings indicated: "Future Milestone Shares" means any and all "restricted" shares of Parent Common Stock that Parent, in its discretion in... accordance with the provisions of the Original Agreement, elects to issue in payment of any of Milestone #2, Milestone #3, Milestone #4 and Milestone #5. The term "restricted" shares for this purpose and for the purposes of the definition of "Milestone Shares" has the meaning set forth in Rule 144 under the Securities Act. "Milestone Shares" means 1,315,789 "restricted" shares of Parent Common Stock, subject to increase as provided in Section 2.4 of this Amendment; "Payment Date" means February 10, 2012. "Securities Act" means the Securities Act of 1933, as amended. View More

Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein and defined in the Agreement shall be used herein as so defined.

Definitions. "Administrative Agent" means Barclays Capital Inc., as administrative agent under the LLC Credit Agreement and any successors and assignees in accordance with the terms of the LLC Credit Agreement, and Wells Fargo Bank, National Association, as collateral agent under the Senior Secured Notes and any successors and assignees in accordance with the terms of the Senior Secured Notes. "Permitted Transfer" means: (a) by operation of law or otherwise, the direct or indirect change in control,... merger, consolidation or acquisition of all or substantially all of the assets of LLC or Cinemark, as applicable, or the assignment of this Agreement by Cinemark to an Affiliate, (b) with respect to the rights and obligations of LLC under this Agreement, (i) the grant of a security interest by LLC in this Agreement and all rights and obligations of LLC hereunder to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Security Documents, (ii) the assignment or other transfer of such rights and obligations to the Administrative Agent (on behalf of the Secured Parties) or other third party upon the exercise of remedies in accordance with the LLC Credit Agreement and/or the Senior Secured Notes and the Security Documents and (iii) in the event that the Administrative Agent is the initial assignee or transferee under the preceding clause (ii), the subsequent assignment or other transfer of such rights and obligations by the Administrative Agent on behalf of the Secured Parties to a third party, or (c) in the event that LLC becomes a debtor in a case under the Bankruptcy Code, the assumption and/or assignment by LLC of this Agreement under section 365 of the Bankruptcy Code, notwithstanding the provisions of section 365(c) thereof. "Security Documents" means the "Security Documents" as defined in the LLC Credit Agreement and in the purchase agreement or the indenture for the Senior Secured Notes, and any amendment, modification, supplement or replacement of such Security Documents. "Secured Parties" means (i) the "Secured Parties" (or any analogous concept) as defined in the LLC Credit Agreement and (ii) Wells Fargo Bank, National Association (or any successor thereto), in its capacity as Trustee or Collateral Agent, as the case may be, for the Senior Secured Notes, and the holders of the Senior Secured Notes. "Senior Secured Notes" means the senior secured notes issued by LLC in April 2012, due in 2022. View More

Definitions. In this Agreement, unless the context otherwise requires, the capitalized terms used in the English version of this Agreement and the terms in the Chinese version of this Agreement shall have the meanings ascribed to them in Part 1 of Schedule 1 to this Agreement.