Definitions

Definitions. In addition to the terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms have the meanings set forth below:

Definitions. Section 1.02 of the Indenture is hereby amended to add in its appropriate alphabetical sequence the following definitions: "Guarantee" means any guarantee of a Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture and shall include the Guarantees by a Guarantor set forth in any supplemental indenture hereto or Officers' Certificate in accordance with Section 3.01. "Guarantor" means the Person(s) named as a "Guarantor" in the applicable indenture... supplemental to the Indenture or Officers' Certificate pursuant to Section 3.01 of the Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantor" shall mean such successor Person. View More

Definitions. Capitalized terms used in this Agreement not otherwise defined herein have the meanings given such terms in the Merger Agreement.

Definitions. Any initially capitalized term that is given a special meaning by this Article 1, the Summary, or by any other provision of this Lease shall have such meaning when used in this Lease or any addendum or amendment hereto unless otherwise clearly indicated by the context.

Definitions. Capitalized terms used herein but not defined shall have the meanings set forth in the Plan. For purposes of this Award Agreement, the terms "Disability" and "Separation from Service" shall have the meanings attributed to such terms under Section 409A of the Internal Revenue Code and the treasury regulations and other guidance promulgated thereunder.

Definitions. (a) "Affiliate" means any person, firm, corporation, partnership, association or entity that, directly or indirectly or through one or more intermediaries, controls, is controlled by or is under common control with the Company. (b) "Applicable Period" means the period of Executive's employment with the Company and for one (1) year after termination of his employment with the Company. (c) "Area" means a fifty-mile radius of any address set forth in Exhibit A. (d) "Board of Directors" means the... Board of Directors of the Company. (e) "Cause" means the occurrence of any of the following events: (i) conduct by Executive that amounts to willful misconduct, failure to follow any written lawful directive from the Board of Directors or gross negligence or a blatant violation of Company policy; (ii) any act by Executive of fraud, misappropriation, dishonesty or embezzlement against the Company or an Affiliate; (iii) conviction of Executive for, or a plea of nolo contendere by Executive to, a felony or misdemeanor, other than traffic violations and/or similar class C misdemeanors or offenses; (iv) a material breach of the Agreement by Executive. (f) "Change in Control" shall have the meaning set forth in the Company's 2012 Equity Incentive Plan. (g) "Company Information" means Confidential Information and Trade Secrets as those terms are defined below. (h) "Confidential Information" means data and information relating to the business of the Company (which does not rise to the status of a Trade Secret) which is or has been disclosed to Executive or of which Executive became aware as a consequence of or through his relationship to the Company and which has value to the Company and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or that has been independently developed and disclosed by others, or that otherwise entered the public domain through lawful means. (i) "Disability" means the inability of Executive to perform any of his duties hereunder due to a physical, mental, or emotional impairment, as determined by an independent qualified physician (who may be chosen and engaged by the Company), for an aggregate of one hundred eighty (180) days during any three hundred sixty-five (365) day period (if such periods also surpass the maximum time for leave permitted by law). (j) "Good Reason" means the occurrence of any of the following events without Executive's written consent which is not corrected by the Company within twenty (20) days after Executive's written notice to the Company of the same: (i) the nature of Executive's duties or the scope of his responsibilities are materially diminished without Executive's written consent, (ii) the Company changes the location of Executive's place of employment to more than fifty (50) miles from its present location, (iii) a material breach of this Agreement by the Company, or (iv) a change in Base Salary to an amount below $700,000.00. (k) "Termination Date" means the date which corresponds to the first to occur of (i) the death or Disability of Executive, (ii) the last day of the Term as provided in Section 4(a) below or (iii) the date set forth in a notice given pursuant to Section 4(b) below. (l) "Trade Secrets" means information including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or as otherwise defined by applicable state law. The provisions in this Agreement restricting the use of Trade Secrets shall survive termination of this Agreement for so long as is permitted by law. (m) "Work" means a copyrightable work of authorship, including without limitation, any technical descriptions for products, user's guides, illustrations, advertising materials, computer programs and any contribution to such materials. View More

Definitions. Section 1.02 of the Indenture (Definitions) shall be amended as follows: (i) The following definitions shall be inserted, in appropriate alphabetical order: ""BBI" means BBI Diagnostics Group plc, a public limited company incorporated in England and Wales." ""BBI Credit Facility" means the senior secured credit facility to be entered into by BBI and/or certain of its Subsidiaries in connection with the BBI Transaction." ""BBI Entities" means those existing Subsidiaries and joint venture... entities of the Issuer and its Subsidiaries immediately prior to the consummation of the BBI Transaction that are set forth below, and any other Subsidiary of BBI formed in connection with, and prior to the consummation of the BBI Transaction: (a) the Issuer's Subsidiary BBI Holdings Limited, a company incorporated in England and Wales, and its existing Subsidiaries; (b) the Issuer's Subsidiary Axis-Shield Diagnostics Limited, a company incorporated in Scotland; (c) the Issuer's Subsidiary BioNote, Inc., a company incorporated in South Korea; (d) the Issuer's Subsidiary First Check Diagnostics, LLC, a Delaware limited liability company; and (e) the joint venture entities SPD Swiss Precision Diagnostics GmbH, a Swiss company, and US CD LLC, a Delaware limited liability company." ""BBI Public Offering" means the initial public offering of the ordinary shares of BBI in connection with the BBI Transaction." ""BBI Transaction" shall have the same meaning as the term "BBI Transaction" set forth in the Consent Solicitation Statement of the Issuer dated May 21, 2014 delivered to the Holders (including all agreements, instruments and other documents described in such summary) and shall include the transactions described therein pursuant to which, among other things, (i) the Issuer (directly and/or through one or more direct and indirect Subsidiaries) creates BBI, (ii) the BBI Public Offering is conducted, and (iii) immediately after the closing of the BBI Public Offering (x) substantially all of the assets of BBI shall consist, directly or indirectly through one or more Subsidiaries of BBI, of the Equity Interests of the BBI Entities and (y) at least 50% of the outstanding Equity Interests of BBI shall be owned directly or indirectly by the Issuer or a wholly owned Subsidiary thereof." ""BBI Transaction Consummation Date" means the date of the closing of the BBI Public Offering." (ii) The last sentence of the definition of the term "Asset Sales" shall be amended to (A) delete the word "and" at the end of clause (6) thereof; (B) renumber current clause (7) thereof as clause (8) thereof; and (C) insert the following new clause (7) immediately following clause (6) thereof and immediately preceding the newly renumbered clause (8) thereof: "(7) transfers of Equity Interests of BBI in connection with, or subsequent to, the consummation of the BBI Transaction, and the transfers of Equity Interests of the BBI Entities in connection with the BBI Transaction; and". (iii) Clause (8) of the definition of the term "Permitted Investments" shall be amended and restated in its entirety as follows: "(8) Investments made by the Issuer or any Restricted Subsidiary (i) in compliance with Section 4.07(b)(11)(ii) or (ii) consisting of or resulting from consideration received in connection with an Asset Sale made in compliance with Section 4.10;". (iv) The first sentence of the definition of the term "Unrestricted Subsidiary" shall be amended and restated in its entirety as follows: ""Unrestricted Subsidiary" means (1) from and after the consummation of the BBI Transaction, BBI and its Subsidiaries, (2) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance with Section 4.16 and (3) any Subsidiary of an Unrestricted Subsidiary." View More

Definitions. Initially capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Consignment Agreement.

Definitions. Acquired Plans shall mean the Red Hat, Inc. 1999 Stock Option and Incentive Plan, as amended, the Red Hat, Inc. 1998 Stock Option Plan, as amended, the Akopia, Inc. 2000 Stock Plan, the Bluecurve, Inc. 1996 Stock Plan, the Cygnus Solutions 1997 Stock Plan, the Planning Technologies, Inc. Stock Incentive Plan, the Wirespeed Communications Stock Option Plan (as amended July 12, 2000), the Sistina Software, Inc. 1997 Omnibus Stock Plan, the JBoss, Inc. Second Amended and Restated 2004 Stock Option... and Incentive Plan, and, if and to the extent determined by the Committee, any other plans of any company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines. View More

Definitions. The capitalized terms used in this License Agreement shall have the meanings as defined below or, if not defined below, as defined in the Asset Purchase Agreement: "Affiliate" means, with respect to a Party, any Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. For the purpose of this definition, "Control" shall mean (i) direct or indirect, ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the... election of directors, in the case of a corporation, or (ii) fifty percent (50%) or more of the equity interest in the case of any other type of legal entity, status as a general partner in any partnership, or (iii) any other arrangement whereby the entity or Person controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity. In the case of entities organized under the laws of certain countries, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management and policies of such entity. 3 Executed copy CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TRIBUTE PHARMACEUTICALS CANADA INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. "Ancillary Agreements" means, collectively, the Supply Agreement, the Quality Agreement, the Pharmacovigilance Agreement and the Confidentiality Agreements. "Asset Purchase Agreement" or "APA" has the meaning set forth in the Recitals hereto. "Closing" or "Closing Date" has the meaning set forth in the Asset Purchase Agreement. "Drug Substances" has the meaning set forth in the Asset Purchase Agreement. "Fields" mean for the relief of tension-type headaches (Fiorinal and Fiorinal C) and for the treatment of hypertension and/or prophylaxis of angina pectoris (Visken and Viskazide). "Good Manufacturing Practice" or "GMP" means the current good manufacturing practices (cGMP) and all applicable governmental rules and regulations as applied at the site(s) of manufacture and control, as amended from time to time and in effect during the term of this License Agreement. "Infringement" has the meaning ascribed to such term in Clause 11.1. "Know-How" has the meaning set forth in the Asset Purchase Agreement. "Licensed Assets" has the meaning set forth in the Asset Purchase Agreement. "Licensed Trademarks" means the registered trademarks in the Territory as listed in Annex A, including all goodwill associated therewith. "MA Transfer Date" has the meaning set forth in the Asset Purchase Agreement. "Marked Product(s)" has the meaning ascribed to such term in Article 4.1. "NAG" shall have the meaning set forth in the Preamble of the Asset Purchase Agreement. "Novartis" shall have the meaning set forth in the Preamble. "NPAG: shall have the meaning set forth in the Preamble of the Asset Purchase Agreement. "Party" and "Parties" each has the meaning set forth in the Preamble hereto. "Products" means products listed in Annex 3 of the APA, which are marketed and sold by Novartis under the Trademarks and the Marketing Authorization(s) in the Territory and in the Fields as of the Closing Date. "Purchase Price" has the meaning set forth in the Asset Purchase Agreement. "Territory" means Canada. "Transferred Assets" has the meaning set forth in the Asset Purchase Agreement. View More