Definitions

Definitions. Capitalized terms used herein without definition are used as defined in the Loan Agreement.

Definitions. Capitalized terms defined in the Servicing Agreement and used but not otherwise defined herein have the meanings given to them in the Servicing Agreement.

Definitions. Except as expressly set forth in this First Amendment, all terms which have an initial capital letter where not required by the rules of grammar are used herein as defined in the Loan Agreement.

Definitions. Any definitions set forth in the Asset Purchase Agreement shall continue to apply to this Agreement (except as otherwise provided in this Agreement)

Definitions. Each capitalized term not defined in this Amendment shall have the definition ascribed such term in the Existing Credit Agreement.

Definitions. In addition to the definitions given above, the definitions given in the 3/04 Senior Secured Credit Agreement dated March 22, 2004, as it may be supplemented, amended or restated from time to time (the "CREDIT AGREEMENT") among (a) Maker, (b) JPMorgan Chase Bank (for itself as a Lender and as Agent for the other Lenders) and (c) the other Lender(s) party thereto, for capitalized terms that are used in this note shall apply here as well as there.

Definitions. The following words and phrases as used herein shall have the following meanings, unless a different meaning is plainly required by the context: (a) "Cause" shall mean (1) the Participant's willful and deliberate failure to perform his or her material duties (other than as a result of his or her total or partial incapacity due to physical or mental illness); (2) the material breach of the terms of any agreement between the Company and the Participant following written notice by the Company to... the Participant and his or her failure to promptly cure that breach; (3) commission of, and indictment for or formal admission to a felony, or any crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company; (4) engagement in fraud, misappropriation or embezzlement; (5) a reportable violation by the Participant of securities industries' laws, rules or regulations; or (6) the Participant's failure to adhere to and comply with the Company's material policies and procedures applicable to the Participant. Notwithstanding anything herein to the contrary, if the Company terminates a Participant's employment, and at the time of such termination of employment, an agreement between the Participant and the Company is then in effect and defines termination for "Cause," the Participant shall be considered to have been terminated for Cause for purposes of the Plan only if such termination is treated as a termination for Cause under the terms of such separate agreement. (b) "Change of Control" shall mean the occurrence after the effective date of the Plan of any of the following: (i) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), but excluding Daniel G. Cohen, Christopher Ricciardi, the Company, Parent, any entity or person controlling, controlled by or under common control with Daniel G. Cohen, Christopher Ricciardi, the Company, Parent , any employee benefit plan of the Company or Parent or any such entity, and Executive and any "group" (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member) is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of Parent representing 30% or more of either (A) the combined voting power of Parent's then outstanding securities or (B) the then outstanding common stock of Parent (in either such case other than as a result of an acquisition of securities directly from Parent, the Company or any of their respective subsidiaries); provided, however, that, in no event shall a Change in Control be deemed to have occurred upon an initial public offering or a subsequent public offering of the common stock of Parent under the Securities Act of 1933, as amended; or (ii) any consolidation or merger of Parent where the stockholders of Parent, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or (iv) the members of the Board of Directors of Parent at the beginning of any consecutive 24-calendar-month period (the "Incumbent Directors") cease for any reason other than due to death to constitute at least a majority of the members of the Board of Directors of Parent; provided that any director whose election, or nomination for election by the Parent's stockholders, was approved by a vote of at least a majority of the members of the Board of Directors of Parent then still in office who were members of the Board of Directors of Parent at the beginning of such 24-calendar-month period, shall be deemed to be an Incumbent Director. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended. (d) "Committee" shall mean the Compensation Committee of Parent. (e) "Disability" shall mean a Participant's inability to perform substantially and continuously the duties assigned to him due to a disability as defined in the Company's long term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period. Notwithstanding anything herein to the contrary, if the Company terminates a Participant's employment, and at the time of such termination of employment, an agreement between the Participant and the Company is then in effect and defines termination for "Disability," then the term "Disability" as used in such other agreement shall supersede the definition of Disability defined above. (f) "Participant" shall mean each "Executive Officer" of the Company (as that term is defined in Rule 3b-7 of the Securities Exchange Act of 1934, amended) designated as eligible to receive a cash bonus under the Plan and who also executes a consent to the terms of the Plan, as required hereunder. (g) "Parent" shall mean Cohen & Company Inc., a Maryland corporation. View More

Definitions. As used in this Agreement, the following terms shall have the following respective meanings: "2003 Purchase Agreement" means the Series B Convertible Preference Share Purchase Agreement dated as of August 19, 2003, as amended, among the Company and the persons and entities listed on Schedule 1 attached thereto. "Affiliate" means, with respect to any person or entity, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such person or... entity, including, without limitation, any partner of such person or entity and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners of such person or entities. For purposes of this definition, "control" of any entity shall mean owning more than 50% of such entity's issued voting interests, or having the power to appoint at least a majority of such entity's board of directors (or similar governing body). "BMA" means the Bermuda Monetary Authority. "Board of Directors" means the Company's board of directors. "Bye-Laws" means the bye-laws of the Company as they may be amended from time to time. "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Shares" means the Company's common shares, $0.001 par value per share. "Companies Act" means the Bermuda Companies Act 1981, as amended from time to time. "Competitor" means an entity (i) of which a Shareholder notifies the Company in writing in connection with a proposed transfer of Voting Shares or the exercise of inspection rights pursuant to Section 1 of Article V, and (ii) that a majority of the Board of Directors reasonably determines to be a direct competitor of the Company and provides written notification to such Shareholder of such determination within twenty (20) days following the notification provided by the Shareholder in accordance with clause (i). "Exchange Act" means the United States Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. "GAAP" means generally accepted accounting principals in the United States. "Highland" means Highland Capital Partners VI Limited Partnership. "Highland B" means Highland Capital Partners VI-B Limited Partnership "Highland Capital Partners" means collectively, Highland, Highland B, Highland Entrepreneurs' Fund VI Limited Partnership and, except for purposes of Section 1(b) of Article V, any persons or entities to whom the rights granted under this Agreement are Transferred by Highland Capital Partners, their successors or assigns. "Holder" means a holder of Preference Shares. "Initial Public Offering" means the Company's initial firm commitment underwritten public offering of Common Shares at a price per share of at least $8.00 (subject to appropriate adjustment for share splits, share dividends, share consolidations or other similar recapitalizations affecting the number of issued Common Shares) pursuant to an effective Registration Statement resulting in gross proceeds to the Company of at least $35,000,000; provided, however, if the Initial Public Offering shall not have occurred by December 31, 2005, the price per share set forth in the foregoing clause shall be increased to $12.33 (subject to appropriate adjustment for share splits, share dividends, share consolidations or other similar recapitalizations affecting the number of issued Common Shares). "Major Series B Holders" means Highland Capital Partners and HarbourVest Partners VI-Direct Fund L.P. "Preference Shares" shall collectively mean the Series A Preference Shares and the Series B Preference Shares. "Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. "Prior Investor Shares" means any Voting Shares held by the Prior Investors. "Registrable Shares" means (i) the Common Shares delivered or deliverable upon conversion of the Preference Shares, (ii) any Common Shares, and any Common Shares delivered or deliverable upon the conversion or exercise of any other securities, acquired by a Holder pursuant to Article III of this Agreement, (iii) any other Common Shares issued in respect of such shares (because of share splits, share dividends, share consolidations, reclassifications, recapitalizations, or similar events), and (iv) any Voting Shares held by the Prior Investors; provided, however, that a Shareholder's Common Shares that are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act, (ii) upon any sale in any manner to a person or entity which, by virtue of Article VII, Section 3 of this Agreement, is not entitled to the rights provided by this Agreement or (iii) at such time as all of the Registrable Shares then held by such Shareholder may be sold without restriction as to volume under Rule 144 under the Securities Act. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Registrable Shares, the determination of such percentage shall include Common Shares deliverable upon conversion of the Preference Shares even if such conversion has not been effected. "Registration Statement" means (i) a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation) or (ii) any filing made in Bermuda under Part III of the Companies Act. "Securities Act" means the United States Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. "Selling Shareholder" means any Shareholder owning Registrable Shares included in a Registration Statement. "Series A Investor Shares" means any Voting Shares held by the Series A Investors. "Series A Preference Shares" shall mean the Company's Series A Convertible Preference Shares, $0.001 par value per share. "Series B Preference Shares" shall mean the Company's Series B Convertible Preference Shares, $0.001 par value per share. "Shareholders" means the Series B Investors, the Prior Investors, the Series A Investors, and any persons or entities to whom the rights granted under this Agreement are Transferred by any Series B Investor, Prior Investor or Series A Investor, their successors or assigns pursuant to Article VII, Section 3 below. "Subsidiary" or "Subsidiaries" shall mean any corporation, 50% or more of the outstanding voting securities of which shall at the time be owned by the Company or by one or more Subsidiaries, or any other entity or enterprise, 50% or more of the equity of which shall at the time be owned by the Company or by one or more Subsidiaries. "Transfer" and any grammatical variation thereof means any sale, transfer, pledge, encumbrance, or other disposition, whether voluntarily, involuntarily or by operation of law. "Voting Shares" means any and all Common Shares, Preference Shares and/or other shares in the capital of the Company, by whatever name called, that carry voting rights (including voting rights which arise by reason of default) and that are now owned or subsequently acquired by a Shareholder, however acquired, including without limitation shares acquired pursuant to share splits, share dividends, share consolidations, recapitalizations and other similar events affecting such shares. 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Definitions. In this Amendment control over inconsistent definitions in the Credit Agreement, but only to the extent the defined terms apply to the subject matter of this Amendment. Definitions set forth in the Credit Agreement control for all other purposes.

Definitions. 1.1"Active Pharmaceutical Ingredient" ("API") means the active pharmaceutical ingredient or drug substance, designated herein as ATB200 made according to the Specifications.1.2"Adverse Regulatory Development" means [***].1.3"Affiliate" means any individual, corporation, limited liability company, partnership, joint venture, association or other legal entity ("Person") who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with any... other Person. "Control" means (a) the direct or indirect legal or beneficial ownership of more than fifty percent (50%) of (i) the ownership interests in a Person or (ii) the outstanding voting rights in a Person or (b) the power to otherwise direct the business activities of a Person.1.4"Applicable Laws" means all laws, regulations, regulatory guidance and industry standards applicable to the manufacture, storage, distribution and sale of Product or components, including API, thereof in any territory.1.5"Batch" [***] undergoing the number of IMAC cycles designated in a Firm Order or a specific quantity of Units of Product produced from a single Run. 1.6"Batch Certificate" or "Certified Batch" means that (i) each Batch of API or Product has undergone a full qualitative and quantitative analysis of API and other relevant constituents to ensure that the quality of the API and Product complies with the requirements of the marketing authorization of the importing country (ii) the Batch Certificate must attest that the Batch meets the specifications and has been manufactured in accordance with the marketing authorization of the importing country, detailing the specifications of the API / Product, the analytical methods referenced, the analytical Confidential 2results obtained, and containing a statement that the batch processing, packaging and quality control records were reviewed and found in conformity with GMP and (iii) a completed Batch Disposition Sheet that is approved by AMICUS, which approval will not be unreasonably withheld, delayed, or conditioned, and for which an example is set forth in Appendix G. Batch Disposition Sheet. 1.7"Binding Quarter" means Binding API Quarter and Binding Product Quarter as set forth in Sections 3.1.1 and 3.2.1, respectively.1.8"Bill of Materials or "BOM" means an itemized list of RmRC components for an API Batch, including batch quantities and raw material unit costs. An illustrative BOM template is provided in Appendix D. Bill of Materials. 1.9"Business Day" means a day on which banking institutions in New York City, New York are open for business.1.10"Cell Line" means the [***], and which have been purchased by AMICUS for expression of the API. 1.11"Consumable" means all bags, liners and other single use or regularly replaced materials that are required to perform the Manufacturing Process (excluding Raw Materials and Resins). 1.12"Commercially Reasonable Efforts" as applied to each Party's obligations hereunder, shall mean diligent and consistent application of those efforts and resources commonly associated with the customary business practice and standards in the pharmaceutical manufacturing industry and incurring a financial detriment to the extent, or spending only what would be, reasonable in relation to the benefit obtained by the other Party while considering the financial circumstances of the Party incurring the detriment.1.13"Facility" means WUXI BIOLOGICS' testing, manufacturing, packaging and warehousing GMP facilities (including relevant equipment) as set forth in Appendix H.1.14"GMP" or "cGMP" means all current Good Manufacturing Practices as required by Applicable Law related to the manufacture, testing, processing, packaging and distribution of pharmaceutical products.1.15"Intellectual Property" means patents, trademarks, service marks, design rights, copyrights, including applications for any of the foregoing, all rights in know-how, trade or business names and other rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world whether registerable or not. For the purposes of this definition, know-how shall mean any current and future scientific, technical, or commercial information, results and data of any type whatsoever, in any tangible and intangible form, that is not in the public domain or otherwise publicly known, including, without limitation, discoveries, inventions, trade secrets, databases, practices, protocols, regulatory filings, methods, processes, techniques, biological and other materials, reagents, specifications, formulations, formulae, data (including pharmacological, biological, chemical, toxicological and clinical information, analytical, quality control and stability data, studies and procedures), manufacturing process and development information, results and data, whether or not patentable.1.16"Latent Defect" means a non-conformity of a Batch from the Specifications not reasonably ascertainable upon inspection at Delivery.Confidential 21.17"Manufacturing Documentation" means all records describing or related to the Manufacturing Process, other than those embodied in the Master Production Record. 1.18"Manufacturing Process" means process for manufacturing the API or Product.1.19"Master Cell Bank" means AMICUS' reference deposit or collection of vials of Modified Cells, from which the Working Cell Bank is derived. 1.20"Master Production Record" ("MPR") means the document, proposed by WUXI BIOLOGICS and approved by AMICUS, that defines the manufacturing methods, test methods, specifications, materials, and other procedures, directions and controls associated with the manufacture and testing of the API or Product; and shall further include or incorporate by reference, without limitation, Materials Specifications, in process and final sampling standards, equipment and instrumentation specifications, standard operating procedures, including, without limitation, those for in-process quality control testing, packaging and aliquoting procedures. 1.21"Materials Specification" ("MS") means a document detailing the specifications for each Raw Material, Resin or Consumable, each as mutually approved by the Parties. 1.22"Modified Cells" means any and all modifications, derivatives, components or progeny of the Cell Line utilizing or incorporating AMICUS' technology that express API.1.23"MSA" means Master Services Agreement and any amendments thereto between the Parties or its Affiliates having an effective date of July 14, 2014.1.24"Person" means any natural person, corporation, firm, business trust, joint venture, association, organization, company, partnership or other business entity, or any government, or any agency or political subdivision thereof.1.25"Price" means the price charged by WUXI BIOLOGICS in U.S. Dollars to Deliver to AMICUS a Batch of API or Unit of Product which equals [***]. 1.26"Price Discount" means the discount to the Price [***].1.27"Price Premium" means the increase to the Price [***].1.28"Product" or "Drug Product" means the API formulated as a finished dosage form according to the Specifications.1.29"Quality Agreement" means the agreement described in Section 2.7.1.30"Quality Failure" means [***].1.31"Raw Materials" means all ingredients, intermediates, solvents, cell culture (growth) media and other components of the API or Product required to perform the Manufacturing Process (excluding API and any Consumables and Resins). 1.32"Reference Materials" means API or Product that is generated from a Run that meets Specifications and stored in a controlled manner to be used as a standard for analytical testing purposes. 1.33"Regulatory Authority" includes the Food and Drug Administration ("FDA") in the United States, the Pharmaceuticals and Medical Devices Agency ("PMDA") in Japan, the European Medicines Agency ("EMA") in the European Union, Health Canada, the Therapeutic Goods Administration ("TGA") in Australia and their counterparts in all other territories involved in regulating any aspect of the development, manufacture, in-country testing, labeling, packaging, marketing approval, sale, distribution, shipment and/or use of the API and Product.Confidential 21.34"Regulatory Filings" means any or all filings and applications submitted to Regulatory Authorities for the purpose of registering the Manufacturing Process and the Product as required by Applicable Law.1.35[***]1.36"Resin" means all chromatographic media intended to purify the API described in the Master Production Record. 1.37"RmRC" means Raw Materials, Resins and Consumables.1.38"RmRC Unit Costs" equals the price paid by WUXI BIOLOGICS, [***]. 1.39"Rolling Forecast" means Rolling API Forecast and Rolling Product Forecast as set forth in Section 3.1and 3.2, respectively.1.40"Run" means one complete operation at the WUXI BIOLOGICS Facility of the Manufacturing Process to make API or Product according to the Master Production Record. 1.41"Service Fee" equals [***]. 1.42"Short Batch" means a Batch of API but one undergoing less than the number of IMAC cycles designated in a Firm Order but in no case less than [***]. References to Batch herein also apply to Short Batches unless specifically differentiated. 1.43"Specifications" means the manufacturing processes, specifications, yields, timelines, acceptance criteria, test procedures, packaging, storage conditions and delivery of GMP API and GMP Product according to Sections 2 and 3, Appendix A. API and Product Specifications, Materials Specifications, Batch Certificates, Rolling Forecasts, Regulatory Filings, the Quality Agreement, Applicable Laws and as otherwise set forth in this Agreement. 1.44"Storage Guidelines" means procedures for packaging, preserving, monitoring and storing any and all AMICUS property, including the RmRC, Cell Line, Master Cell Bank, Working Cell Bank, API and Product as set forth in the Specifications.1.45"Subcontractor" means any Third Party that WUXI BIOLOGICS contracts with to perform any of its obligations under this Agreement after having received signed written consent from AMICUS, which consent shall not be unreasonably withheld, delayed, or conditioned.1.46"Third Party" means any Person other than a Party or any of its Affiliates.1.47"Unit" means one vial of the Product comprising an amount of API measured in milligrams as further described in the Specifications.1.48[***].1.49"Vial Thaw" means thawing of Modified Cells from a Working Cell Bank in order to commence a Run for API.1.50"Working Cell Bank" means serially sub-cultivated cells derived from the Master Cell Bank and used to establish seed cultures of the Modified Cells upon commencement of the Manufacturing Process. 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