December Uses in Definitions Clause

Definitions from Revolving Credit Agreement

THIS REVOLVING CREDIT AGREEMENT, dated as of October 13, 2016 (this Agreement), is entered into by and between BYLINE BANCORP, INC., an Illinois corporation, as Borrower (Borrower) and THE PRIVATEBANK AND TRUST COMPANY, as Lender (PrivateBank or Lender).

Definitions. The following terms shall have the following meanings: Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary). Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be controlled by any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Agreement is defined in the recitals to this Agreement. Anti-Terrorism Laws are defined in Section 7.23(a). Anti-Terrorism Order is defined in Section 7.23(a) Assignee is defined in Section 13.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, the reasonable allocable cost of internal legal services of such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses. Average Total Assets shall have the definition provided in, and shall be determined in accordance with, the rules, regulations, guidance and instructions of the FRB, FDIC or other primary federal regulator. Bank Merger is defined in the recitals to this Agreement. Bank Product Agreements means those certain cash management service agreements entered into from time to time between Borrower or any Depository Institution Subsidiary and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Borrower or any Depository Institution Subsidiary to Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrower or any Depository Institution Subsidiary is obligated to reimburse to Lender as a result of Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to Borrower or any Depository Institution Subsidiary pursuant to the Bank Product Agreements. Bank Products means any service or facility extended to Borrower or any Depository Institution Subsidiary by Lender or its Affiliates, including, without limitation, (a) deposit accounts, (b) cash management services, including, without limitation, controlled disbursement, lockbox, electronic funds transfers (including, without limitation, book transfers, fedwire transfers, ACH transfers), online reporting and other services relating to accounts maintained with Lender or its Affiliates, (c) debit cards and (d) Hedging Agreements. Borrower is defined in the preamble of this Agreement. BSA is defined in Section 8.4. Business Day means any day on which PrivateBank is open for commercial banking business in Chicago, Illinois. Byline Bank is defined in the recitals to this Agreement. Call Report means the quarterly report of income and condition filed by any Depository Institution Subsidiary with its primary federal regulator. Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person. Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest. Closing Date is defined in Section 11.1. Code means the Internal Revenue Code of 1986, as am

DEFINITIONS

As a holder of common shares (Common Shares) of Fortis Inc. (the Company), you should read this document carefully before making any decision regarding participation in the second amended and restated dividend reinvestment and share purchase plan of the Company (the Plan). In addition, if you are a non-registered holder of Common Shares you should refer to Section 4.1.

DEFINITIONS. 2009 Plan means the Companys amended and restated dividend reinvestment and share purchase plan effective January 1, 2009, which plan is superseded by the Plan. Anti-Money Laundering Act has the meaning set out in Section 5.2. Average Market Price has the meaning set out in Section 5.5. Business Day means any day on which the Plan Agents offices in the Province of Quebec, the TSX and each other stock exchange on which the Common Shares may from time to time be listed and posted for trading are generally open, but does not include a Saturday, Sunday, civic or statutory holiday in Toronto, Ontario or St. Johns, Newfoundland & Labrador. Common Shares means common shares of the Company. Company means Fortis Inc. CSPP means the Companys consumer share purchase plan, as amended from time to time, pursuant to which Shareholders resident in the provinces of Newfoundland & Labrador and Prince Edward Island can elect to have their cash dividends on Common Shares automatically reinvested in the Company. Discount has the meaning set out in Section 6. Dividend Payment Date means the date chosen by the Board of Directors of the Company for the payment of a cash dividend on Common Shares. This historically has been a Business Day in each of March, June, September and December of each year. Dividend Record Date means the date chosen by the Board of Directors of the Company to determine those Shareholders entitled to receive payment of the dividend on Common Shares. ESPP means the Companys employee share purchase plan, as amended from time to time, pursuant to which employees of the Company and its subsidiaries are entitled to invest in Common Shares of the Company on a preferential basis. Intermediary means a securities broker or dealer, bank, trust company, financial organization or any other nominee. Investment Date means for the reinvestment of dividends and optional cash purchases under the Plan, the Dividend Payment Date. Market Purchase has the meaning set out in Section 5.4. NYSE means the New York Stock Exchange, or any successor stock exchange. Optional Cash Payment has the meaning set out in Section 5.2. Participant means a Shareholder holding at least the minimum number of Common Shares required pursuant to this Plan on the applicable Dividend Record Date who is:

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Double Eagle Investor Holdings, L.P. and Advent International GPE VIII-C Limited Partnership (together, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Advent International Corporation that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, prefe

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Double Eagle Investor Holdings, L.P. and Advent International GPE VIII-C Limited Partnership (together, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Advent International Corporation that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, prefe

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., Great-West Investors, L.P., Putnam Investments Employees Securities Company III, LLC, THL Operating Partners, L.P., THL Fund VII Bridge Corp., THL Parallel Fund VII Bridge Corp., THL Cayman Fund VII Bridge Corp., THL Executive Fund VII Bridge Corp. and THL Equity Fund VII Investors (inVentiv), L.P. (collectively, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Thomas H. Lee Partners, L.P. that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, preferred

DEFINITIONS from Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is made as of May 10, 2017 by and among INC Research Holdings, Inc., a Delaware corporation (the Company), Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., Great-West Investors, L.P., Putnam Investments Employees Securities Company III, LLC, THL Operating Partners, L.P., THL Fund VII Bridge Corp., THL Parallel Fund VII Bridge Corp., THL Cayman Fund VII Bridge Corp., THL Executive Fund VII Bridge Corp. and THL Equity Fund VII Investors (inVentiv), L.P. (collectively, the Stockholder), and each other Person who after the date hereof becomes a party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as herein defined).

DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: Action means any litigation, suit, claim, action, proceeding, arbitration, mediation, hearing, inquiry or investigation (in each case, whether civil, criminal or investigative). Activist Investor means as of any date, any Person that (a) has, directly or indirectly through its publicly disclosed Affiliates, whether individually or as a member of a publicly disclosed Group, within the two-year period immediately preceding such date, and in each case with respect to the Company, any of its subsidiaries or any of its or their equity securities (i) publicly made, engaged in or been a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies (within the meaning of Rule 14a-1 under the Exchange Act and, for the avoidance of doubt, after giving effect to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of solicitation) to vote any equity securities of the Company or any of its subsidiaries, including in connection with a proposed Change of Control or other extraordinary or fundamental transaction involving the Company or any of its subsidiaries, or a public proposal for the election or replacement of any directors of the Company or any of its subsidiaries, in each case, not approved or recommended by the board of directors of the Company or such subsidiary, (ii) publicly called, or publicly sought to call, a meeting of shareholders of the Company or any of its subsidiaries or publicly initiated any shareholder proposal for action by shareholders of the Company or any of its subsidiaries (including through action by written consent), in each case, not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iii) commenced a tender offer (as such term is used in Regulation 14D under the Exchange Act) or exchange offer or other similar transaction to acquire the equity securities of the Company or any of its subsidiaries not approved or publicly recommended by the board of directors of the Company or such subsidiary, (iv) otherwise publicly acted, alone or in concert with others, to seek to control or influence the board of directors, shareholders or management or policies of the Company or any of its subsidiaries (provided, that this clause (iv) is not intended to apply to the activities of any member of the board of directors of the Company or such subsidiary, with respect to the Company or such subsidiary, taken in good faith solely in his or her capacity as a director of the Company or such subsidiary) or (v) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing, or (b) has been identified on the most-recently available SharkWatch 50 list as of such date, or any publicly-disclosed Affiliate of such Person. Additional Piggyback Rights has the meaning set forth in Section 3.2(b). Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however, the term Affiliate when used with respect to the Stockholder shall not include portfolio companies affiliated with investment funds of Thomas H. Lee Partners, L.P. that are not acting at the direction of any such investment funds with respect to the Company or its Capital Stock. Agreement has the meaning set forth in the preamble to this Agreement. Automatic Shelf Registration Statement has the meaning set forth in Section 3.1(a)(i). beneficial ownership and related terms such as beneficially owned or beneficial owner have the meaning given such terms in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock shall be calculated in accordance with the provisions of such rule. Block Trade means an offering and/or sale of Registrable Securities by the Stockholder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction. Board means the Board of Directors of the Company. Business Day means any day other than a day on which the SEC is closed. Bylaws means the Amended and Restated Bylaws of the Company, dated as of December, 16, 2016, as may be amended from time to time. Cap means a percentage equal to the quotient (expressed as a percentage) obtained by dividing (x) the number of shares of Common Stock issued to the Stockholder in the Merger by (y) the total number of issued and outstanding shares of Common Stock immediately following the Effective Time. Capital Stock means any and all shares of common stock, preferred

DEFINITIONS from License Development and Commercialization

This Amended and Restated License, Development and Commercialization Agreement (this Agreement), dated as of March 22, 2017 (the Effective Date), is made by and between Eli Lilly and Company, an Indiana corporation (Lilly), and Ignyta, Inc., a Delaware corporation (Licensee). Lilly and Licensee are sometimes referred to herein individually as a Party and collectively as the Parties.

DEFINITIONS. As used in this Agreement, the following initially capitalized terms shall have the meanings set forth in this ARTICLE 1 or as otherwise defined elsewhere in this Agreement: 1.1 Affiliate means any entity directly or indirectly controlled by, controlling, or under common control with, a Person, but only for so long as such control shall continue. For purposes of this definition, control (including, with correlative meanings, controlled by, controlling and under common control with) means (a) possession, direct or indirect, of the power to direct or cause direction of the management or policies of an entity (whether through ownership of securities or other ownership interests, by contract or otherwise), or (b) beneficial ownership of more than fifty percent (50%) (or the maximum ownership interest permitted by Applicable Law) of the voting securities or other ownership or general partnership interest (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests of an entity; provided, however, that where an entity owns a majority of the voting power necessary to elect a majority of the board of directors or other governing board of another entity, but is restricted from electing such majority by contract or otherwise, such entity shall not be considered to be in control of such other entity until such time as such restrictions are no longer in effect. 1.2 Analytical Release Testing and Characterization means all activities associated with carrying out the analytical testing and release of the Product. Such activities shall include: transferring test methods, developing and validating new analytical tests required, amending the release specifications to be in compliance with local Applicable Law, conducting the release testing of the Product and final release of the Product (including raw materials, intermediates, drug substance, and drug product). 1.3 Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act, as amended, the UK Bribery Act 2010, as amended, as well as Applicable Law related to the prevention of fraud, racketeering, money laundering or terrorism. 1.4 Applicable Law means any applicable United States federal, state or local or foreign or multinational law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation, or any order, writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority, or any license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law. For the avoidance of doubt, any specific references to any Applicable Law or any portion thereof, shall be deemed to include all then-current amendments thereto or any replacement or successor law, statute, standard, ordinance, code, rule, regulation, resolution, order, writ, judgment, injunction, decree, stipulation, ruling, or determination thereto. 1.5 [***] Agreement means that certain agreement entered into between Lilly and [***] on [***]. 1.6 Business Day means a day other than a Saturday, Sunday, or bank or other public holiday in San Diego, California or Indianapolis, Indiana, United States. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 1.7 Calendar Quarter means each three (3) month period commencing January 1, April 1, July 1 or October 1 of any year; provided, however, that (a) the first Calendar Quarter of the Term shall extend from the Original Effective Date to the end of the first full Calendar Quarter thereafter, and (b) the last Calendar Quarter of the Term shall end upon the expiration or termination of this Agreement. 1.8 Calendar Year means the period beginning on the 1st of January and ending on the 31st of December of the same year; provided, however, that (a) the first Calendar Year of the Term shall commence on the Original Effective Date and end on December 31 of the same year and (b) the last Calendar Year of the Term shall commence on January 1 of the Calendar Year in which this Agreement terminates or expires and end on the date of termination or expiration of this Agreement. 1.9 Change of Control means, with respect to a Party, (a) the sale or disposition to a Third Party of substantially all of the assets of such Party to which the subject matter of this Agreement relates other than in conjunction with any of the transactions described in clauses (b) through (d) of this Section 1.9 (a Program Sale), (b) the acquisition by a Third Party which constitutes one person, as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, together with any of such persons affiliates or associates, as such terms are defined in the Securities Exchange Act of 1934, other than an employee benefit plan (or related trust) sponsored or ma

Definitions from Amended and Restated

Definitions. As used in the Plan, the following terms shall have the following meanings, respectively:2.01"Affiliate" shall mean, as applied with respect to any person or legal entity specified, a person or legal entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person or legal entity specified.2.02"Annual Incentive Compensation Plan" shall mean the Annual Incentive Compensation Plan of Ford Motor Company, as amended.2.03"BEP" shall mean the Ford Motor Company Benefit Equalization Plan, as amended.2.04"Code" shall mean the Internal Revenue Code of 1986, as amended.2.05"Committee" shall mean Group Vice President - Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer's functional equivalent), and such person or persons to whom the Group Vice President - Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.2.06"Company" shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.2.07"Compensation Committee" shall mean the Compensation Committee of the Board of Directors of Ford Motor Company._____________________1See Appendix A for provisions applicable to retirements of Eligible Executives on or after January 1, 1985 and prior to January 1, 1992 or retirements of Eligible Executives from certain former Company Affiliates.2.08"Conditional Annuity" or "Conditional Annuities" shall mean the benefit(s) payable under this Plan as determined in accordance with Section 4.2.09"Credited Service" shall mean, without duplication, the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Executive under all the Retirement Plans.2.10"Designated Beneficiary" shall mean the beneficiary or beneficiaries designated by an Eligible Executive or Eligible Retired Executive in a writing filed with the Company (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries and such other limitations as the Committee may prescribe) to receive, in the event of the death of the Eligible Executive or Eligible Retired Executive, the Death Benefits provided in Section 4.04. An Eligible Executive or Eligible Retired Executive shall be deemed to have designated as beneficiary or beneficiaries under the Plan the person or persons who receive such Eligible Executive's or Eligible Retired Executive's life insurance proceeds under the Company-paid Basic Life Insurance Plan, unless such Eligible Executive or Eligible Retired Executive shall have assigned such life insurance proceeds, in which event the Death Benefits shall be paid to such assignee; provided, however, that if the Eligible Executive or Eligible Retired Executive shall have filed with the Company a written designation of a different beneficiary or beneficiaries under the Plan, such beneficiary form shall control. An Eligible Executive or Eligible Retired Executive may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any testamentary or other disposition; provided, however, that if the Committee shall be in doubt as to the right of any such beneficiary to receive any payment under the Plan, the same may be paid to the legal representatives of the Eligible Executive or Eligible Retired Executive, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.2.11"Disability Retirement" shall mean an Eligible Executive's retirement from the Company on or after reaching at least 10 years of service and becoming "totally and permanently disabled" as defined under the GRP.2.12"Early Retirement" shall mean an Eligible Executive's retirement from the Company before reaching age 65 and on or after reaching age 55 with at least 10 years of Credited Service.2.13"Eligible Executive(s)" shall mean a Company employee in Leadership Level Four or above, or its equivalent.2.14"Eligible Retired Executive" shall mean:(a)with respect to Supplemental Benefits, an Eligible Executive who(i)retires directly from Company employment with Company approval on Normal Retirement, Disability Retirement, or Early Retirement;(ii)will receive a normal, disability or early retirement benefit under one or more Retirement Plans;(iii)has at least ten years of Credited Service without duplication under all Retirement Plans; and(iv)has at least five years of Eligibility Service immediately preceding retirement.Except in the case of an Eligible Executive who has not incurred a Separation From Service with the Company, the eligibility condition set forth in Subsection (iv) of this Section 2.14 may be waived (i)

Definitions from Amended and Restated

Definitions. As used in the Plan, the following terms shall have the following meanings, respectively:2.01"BEP Salary Reductions" shall mean that portion of salary at the basic salary rate which would have been credited to an Eligible Employee's account before January 1, 1985 pursuant to a salary reduction agreement under the SSIP but which, by reason of Code Section 415, exceeds salary reduction contributions that can be made by the Company on an Eligible Employee's behalf under the Tax-Efficient Savings Program of the SSIP.2.02"Code" shall mean the Internal Revenue Code of 1986, as amended.2.03"Committee" shall mean Group Vice President - Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer (or, in the event of a change in title, such officer's functional equivalent), and such person or persons to whom the Group Vice President - Human Resources and Corporate Services and the Executive Vice President and Chief Financial Officer delegate authority to administer the Plan.2.04"Company" shall mean Ford Motor Company and such of the subsidiaries of Ford Motor Company as, with the consent of Ford Motor Company, shall have adopted this Plan.2.05"Compensation Committee" shall mean the Compensation Committee of the Board of Directors of Ford Motor Company.2.06"Credited Service" shall mean, without duplication, the years and any fractional year of credited service at retirement, not exceeding one year for any calendar year, of the Eligible Employee under the GRP.2.07"DCP" shall mean the Ford Motor Company Deferred Compensation Plan, as amended.2.08"Designated Third Party Administrator" shall be the service provider employed by the Company to act as record keeper to maintain Eligible Employee subaccounts and process notional investment elections.2.09"Eligible Employee(s)" shall mean a salaried employee of the Company whose benefits under the GRP, FRP and/or SSIP are limited as a result of the application of the limitations imposed by Code Sections 415 and/or 401(a)(17) or due to base salary deferrals under the DCP.2.10"Eligible Surviving Spouse" shall mean an individual to whom a Retired Executive legally is married under the laws of the state or foreign jurisdiction where the marriage took place prior to such Retired Executive's benefit commencement date and for at least one year as of the date of the Retired Executive's death.2.11"Equalization Benefit(s)" shall mean the benefits as described in Section 3.2.12"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.2.13"ESAP" shall mean the Ford Motor Company Executive Separation Allowance Plan, as amended.2.14"FERCO Equalization Benefit(s)" shall mean a monthly benefit provided pursuant to Section 3.05.2.15"FERCO SRP" shall mean the Ford Electronics and Refrigeration Corporation Salaried Retirement Plan, as amended.2.16"FRP" shall mean the Ford Retirement Plan, as amended.2.17"FRP Equalization Benefit(s)" shall mean the benefit provided pursuant to Section 3.03.2.18"GRP" shall mean the Ford Motor Company General Retirement Plan, as amended.2.19"Limitations" shall mean the limitations on benefits and/or contributions imposed on qualified plans by Code Sections 415 and 401(a)(17).2.20"Named Executive Officer(s)" shall mean any Chief Executive Officer that served during the last completed fiscal year, any Chief Financial Officer that served during the last completed fiscal year, the next three most highly compensation executive officers at the end of the last completed fiscal year, and up to two additional individuals who would have been among the most three highly compensated executive officers had they been executive officers at the end of the previous fiscal year end.2.21"Periodic GRP Equalization Benefit(s)" shall mean a monthly benefit provided pursuant to Section 3.01.2.22"Plan" shall mean this Ford Motor Company Benefit Equalization Plan, as amended.2.23"Plan Administrator" shall mean such person or persons to whom the Committee shall delegate authority to administer the Plan, who does not already act as a Committee member.2.24"SSIP" shall mean the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, as amended.2.25"SSIP Equalization Benefit(s)" shall mean the benefit provided pursuant to Section 3.02.2.26"SSIP Equalization Benefit Account" shall mean the account in which any SSIP Equalization Benefit shall be credited.2.27"Separation From Service" shall be determined to have occurred on the date on which an Eligible Employee incurs a "separation from service" within the meaning of Code Section 409A.2.28"Special Periodic GRP Equalization Benefit(s)" shall mean a monthly benefit provided pursuant to Section 3.04.2.29"Specified Employee" shall mean an employee of the Company who is a "Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations thereunder and disregarding Subsection 416(i)(5). A Specified Employee shall be ide

DEFINITIONS from Deferred Compensation Plan

The Enterprise Services Executive Deferred Compensation Plan as established effective April 1, 2017, permits Eligible Employees to defer receipt of certain compensation and provides matching contributions for certain employees pursuant to the terms and provisions set forth below.

DEFINITIONS. Wherever used herein the following terms shall have the meanings hereinafter set forth: Account means a bookkeeping account established by DXC Technology Company (DXC) for (i) each Participant electing to defer Eligible Income under the Plan, and (ii) each Rollover Participant. Actual Pay means Eligible Compensation as defined in the DXC Technology Matched Asset Plan, as amended from time to time, without giving effect to the Code section 401(a)(17) limitation set forth in such definition and the exclusion of pay deferred under this Plan. Affiliate means any corporation or other entity that is treated as a single employer with DXC under Code section 414. Annual Rate of Pay means the annual rate of pay, which is the sum of an employees base pay and targeted incentive amount, as reflected in the compensation data in DXCs global database for human resources information, and as adjusted for such employees employment status, including part-time status. Beneficiary means the person or persons or trust designated by a Participant to receive any amounts payable under the Plan in the event of the Participants death. DXC has established procedures governing the form and manner in which a Participant may designate a Beneficiary. Only a Beneficiary designation submitted in accordance with such procedures and that is received by DXC before the death of the Participant shall be a valid Beneficiary designation. If there is no valid Beneficiary designation in effect upon the death of a Participant, any remaining Account balance shall be paid in the following order: (i) to that persons spouse; (ii) if no spouse is living at the time of such payment, then to that persons living children, in equal shares; (iii) if neither a spouse nor children are living, then to that persons living parents, in equal shares; (iv) if neither spouse, nor children, nor parents are living, then to that persons living brothers and sisters, in equal shares; and (v) if none of the individuals described in (i) through (iv) are living, to that persons estate. A persons domestic partner shall be considered a persons spouse for purposes of this paragraph. DXC shall determine a persons status as a domestic partner in a uniform and nondiscriminatory manner. Bonus Eligible Employee means an individual who is an Employee on November 1 preceding the Plan Year with respect to which deferrals are to be made (1) who satisfies both of the following conditions: (i) whose job position has a title of Director (or whose job function is, in the sole and absolute discretion of DXC, equivalent to a Director position) and (ii) whose Annual Rate of Pay is equal to or greater than the dollar limit for highly compensated employees as defined in Section 414(q)(1)(B)(i) of the Code plus $30,000, or (2) whose job position has a title of Executive Vice President or above, irrespective of such Employees Annual Rate of Pay. Effective April 1, 2017 Code means the Internal Revenue Code of 1986, as amended. Code Section 401(a)(17) Limit means the amount specified under Code section 401(a)(17) in effect on January 1 of the Plan Year. Committee or Plan Committee means the Compensation Committee of DXCs Board of Directors or its delegate. Deferral Form means a written or electronic form provided by DXC pursuant to which an Eligible Employee may elect to defer amounts under the Plan. Director means the title for an employee who has a job grade of DIR1 and above. DXC means DXC Technology Company (f/k/a Everett SpinCo, Inc.) or any successor corporation or other entity. Eligible Employee means an individual who is (i) a Bonus Eligible Employee, (ii) a Match Eligible Employee, (iii) an Employee whose Annual Rate of Pay, as of the first day of November preceding the Plan Year with respect to which the deferral is to be made, exceeds the Code Section 401(a)(17) Limit for the Plan Year in which the deferral is to be made, or (iv) a combination or all of the foregoing. An individuals status as an Eligible Employee shall be determined by DXC in its sole discretion. An Eligible Employee shall also include a Newly Hired Employee and a Late Year Newly Hired Employee. Eligible Employees shall also include all Everett Employees who are Employees as of April 1, 2017, and had deferral elections in effect with respect to 2017 compensation under the Predecessor Plan. Eligible Income means Actual Pay, Annual Retainer and Incentive Awards. EMA means the Employee Matters Agreement entered into at or prior to the date of the Distribution by and between Hewlett Packard Enterprise Company, a Delaware Corporation, the Company and Computer Sciences Corporation. The Distribution means the pro rata distribution by Hewlett Packard Enterprise Company of its shares of the Companys common stock to the holders of shares of Hewlett Packard Enterprise Company common stock. Employee means an individual who is a regular employee on the U.S. payroll of a Participating Employer, other than a temporary or intermittent emplo