Dublin Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 14, 2017 by and between Strongbridge Biopharma plc, an Irish public limited company (the Company), and CRG Partners III L.P., CRG Partners III Parallel Fund A L.P., CRG Partners III - Parallel Fund B (Cayman) L.P., CRG Partners III (Cayman) Lev AIV I L.P., and CRG Partners III (Cayman) Unlev AIV I L.P. (collectively, the Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened in writing against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to the Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser. Agreement has the meaning set forth in the Preamble. Agreements and Instruments has the meaning set forth in Section 3.1(d). Board of Directors means the board of directors of the Company. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Shares pursuant to this Agreement. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree, which need not be the date hereof. Commission has the meaning set forth in the Recitals. Company has the meaning set forth in the Preamble. Company Counsel means Reed Smith LLP, with offices located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022. Company Deliverables has the meaning set forth in Section 2.2(a). Companys Knowledge means with respect to any statement made to the Companys Knowledge, that the statement is based upon the actual or constructive knowledge of the executive officers of the Company having responsibility for the matter or matters that are the subject of the statement, after a reasonable inquiry. Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Disclosure Materials means the SEC Reports, the Form 6-K required to be filed pursuant to Section 4.5 of this Agreement (including the exhibits thereto and documents incorporated by reference therein), and all schedules and exhibits to the Loan Agreement. Disclosure Schedules means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement. DTC has the meaning set forth in Section 4.1(c). Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. First Tranche means the first Borrowing under that certain Term Loan Agreement, dated as of July 14, 2017, by and among Strongbridge U.S. Inc., Strongbridge Biopharma plc, Cortendo AB (publ), Cortendo Cayman Ltd., as borrowers, the subsidiary guarantors from time to time party thereto, the lenders from time to time party hereto, and CRG SERVICING LLC, as administrative agent and collateral agent. GAAP means U.S. generally accepted accounting principles, applied on a consistent basis during the periods involved. Intellectual Property has the meaning set forth in Section 3.1(o). Irish Counsel means Arthur Cox, with offices located at the Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland. Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in substantially the form of Exhibit B, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent. Lien means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind. Loan Agreement has the meaning set forth in the Recitals. Material Adverse Effect means a material adverse effect on the results of operations, assets, prospects, business or financial condition of the Company and the Subsidiaries, taken as a whole, except t

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of December 22, 2016 by and among Strongbridge Biopharma plc, an Irish public limited company (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened in writing against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser. Agreement has the meaning set forth in the Preamble. Agreements and Instruments has the meaning set forth in Section 3.1(d). Asset Purchase Agreement means the Asset Purchase Agreement, dated December 12, 2016, by and between Taro Pharmaceuticals North America, Inc. and the Company. Board of Directors means the board of directors of the Company. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to this Agreement. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree, which need not be the date hereof. Commission has the meaning set forth in the Recitals. Company has the meaning set forth in the Preamble. Company Counsel means Reed Smith LLP, with offices located at 599 Lexington Avenue, 22nd Floor, New York, New York 10022. Company Deliverables has the meaning set forth in Section 2.2(a). Companys Knowledge means with respect to any statement made to the Companys Knowledge, that the statement is based upon the actual or constructive knowledge of the executive officers of the Company having responsibility for the matter or matters that are the subject of the statement, after a reasonable inquiry. Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Disclosure Materials has the meaning set forth in Section 3.1(h). Disclosure Schedules means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement. DTC has the meaning set forth in Section 4.1(c). Effective Date means the date on which the initial Registration Statement required by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission. Effectiveness Deadline means the date on which the initial Registration Statement is required to be declared effective by the Commission under the terms of the Registration Rights Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) Ordinary Shares or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose and in existence on the date of this Agreement as such plan is constituted on the date of this Agreement, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, unless otherwise agreed to by the non-employee members of the Board of Directors, (b) securities upon the exercise or exchange of or conversion of any securities convertible or exercisable into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended on or after the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions

Definitions from License and Collaboration Agreement

This LICENSE AND COLLABORATION AGREEMENT (this Agreement), dated as of June 8, 2016 (the Execution Date), is by and between THERAVANCE BIOPHARMA IRELAND LIMITED, a corporation organized under the laws of the state of Ireland having a principal place of business at Fitzwilliam Hall, Fitzwilliam Place, Dublin 2 Ireland (TBIL), and MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business at 40 Landsdowne Street, Cambridge, Massachusetts, United States 02139 (Takeda) (each, a Party and collectively, the Parties).

Definitions. Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in this Agreement, including as set forth in this Section 1.1: Abandonment Notice has the meaning set forth in Section 12.3(d). Affiliate means, with respect to any Person, another Person which controls, is controlled by, or is under common control with such Person for so long as such control exists. For purposes of this definition, control (including, with correlative meanings, controlled by, controlling and under common control with) means (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly of more than fifty percent (50%) of the voting securities or other comparable equity interests (or such lesser percentage which is the maximum allowed to be owned by a foreign investor in a particular jurisdiction; provided that such foreign investor has the power to direct the management and policies of such entity). Alliance Manager means, for each Party, an employee a Party or any of its Affiliates selected to serve as the primary point of contact for the Parties to exchange ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. information, facilitate communication, coordinate the Parties activities under this Agreement and provide day-to-day support to the Committees, as set forth herein. Applicable Laws means all applicable laws, statutes, rules, regulations, orders, directives, decisions, judgments, injunctions, guidelines, ordinances or other pronouncements of any Governmental Authority. Aggregate Sales Milestone Event has the meaning set forth in Section 8.2(c). Aggregate Sales Milestone Payment has the meaning set forth in Section 8.2(c). Audited Party has the meaning set forth in Section 8.14(a). Auditing Party has the meaning set forth in Section 8.14(a). AW Development and Collaboration Agreement means the [***] Agreement between Theravance Biopharma R&D, Inc. and Alfa Wassermann S.p.A., dated October 1, 2012, as amended or as may be amended from time to time. Business Day means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, U.S., Dublin, Ireland or Tokyo, Japan are authorized or required by Applicable Law to remain closed. Calendar Quarter means for each Calendar Year, each of the three (3)-month periods ending March 31, June 30, September 30 and December 31; provided that the first Calendar Quarter under this Agreement shall extend from the Effective Date to the end of the first calendar quarter during which the Effective Date occurs, and the last Calendar Quarter under this Agreement shall end upon the effective date of the termination and/or expiration of this Agreement. Calendar Year means each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31; provided that the first Calendar Year under this Agreement shall extend from the Effective Date to December 31 of the calendar year during which the Effective Date occurs, and the last Calendar Year under this Agreement shall end upon the effective date of the termination and/or expiration of this Agreement. Clinical Trial means a test or study in human subjects or patients that is required to obtain one (1) or more Regulatory Approvals. For clarity, Clinical Trial excludes any Post-Marketing Study. Closing has the meaning set forth in Section 10.5(d)(iv). Collaboration has the meaning set forth in Section 2.1. Combination Product means any pharmaceutical product, including all forms, presentations, strengths, doses and formulations (including any method of delivery), containing the Compound in combination with at least one other therapeutically active ingredient, whether ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. packaged together as separate doses or a fixed dose in the same therapeutic formulation but in any event sold as a single unit or a bundled product at a single price. Commercialize, Commercializing or Commercialization means all activities related to marketing, promotion, distribution, and sale, including detailing, advertising, sales force training, invoicing and booking sales, paying all governmental rebates which are due and owing, ordering, processing, invoicing, collection, distribution, receivables and returns, scientific and medical affairs, Post-Marketing Studies, post-approval supply chain security and brand protection, post-approval anti-counterfeiting enforcement actions (including Internet countermeasures, collaborating with law enforcement and seeking criminal restitution), Manufacturing for commercial sale and all

Definitions from Agreement

This Investment and Stockholders' Agreement (this "Agreement") is entered into as of July 1, 2016, by and among Noden Pharma DAC, a designated activity company limited by shares organized under the Laws of Ireland (the "Company"), PDL BioPharma, Inc., a Delaware corporation ("PDL"), Elie Farah ("Farah") and the other Persons listed on Annex A (as it may be amended from time to time in accordance with this Agreement) attached hereto (collectively, the "Management Stockholders" and, together with Farah, the "Minority Stockholders"). Each of the parties to this Agreement (other than the Company) and any other Person who shall become a party to or agree to be bound by the terms of this Agreement after the date hereof is sometimes hereinafter referred to as a "Stockholder".

Definitions. The following terms, as used herein, have the following respective meanings:"Acquisition" shall have the meaning set forth in the recitals."Adverse Disclosure" means public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing of such Registration Statement and (iii) the Company has a bona fide business purpose for not disclosing publicly."Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person; provided that no Management Stockholder shall be deemed an Affiliate of the Company or any of its Subsidiaries or parent entities for purposes of this Agreement."Agreement" shall have the meaning set forth in the preamble."Anniversary Consideration" shall have the meaning set forth in Section 3.1(a)."APA" shall have the meaning set forth in the recitals."Board" shall have the meaning set forth in the recitals."Business Day" means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York or Dublin, Ireland are required or authorized by Law or executive order to be closed."CEO Director" shall have the meaning set forth in Section 7.1.[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions."Change of Control" means (i) other than the Acquisition and any investments in the Company related thereto, the acquisition (in one or a series of transactions) by one (1) or more related or affiliated entities or Persons of more than fifty percent (50%) of the outstanding voting securities of the Company, (ii) the sale or other disposition of all or substantially all of the assets of the Company or (iii) the merger or consolidation of the Company with or into another entity, as a result of which merger or consolidation the holders of the outstanding voting securities of the Company immediately prior to such transaction will hold less than fifty percent (50%) of the outstanding voting securities of the surviving entity immediately after such transaction. "Company" shall have the meaning set forth in the preamble."Company Constitution" means the Constitution of the Company."Company Group" means an Employer, the Company or any of their respective parents, subsidiaries or Affiliates, excluding PDL."Directors" shall have the meaning set forth in Section 7.1."Drag-Along Buyer" shall have the meaning set forth in Section 8.4(e)."Drag-Along Transfer" shall have the meaning set forth in Section 8.4(a)."Employer" means the Company or any of the Company's Affiliates that employs on a full-time basis, or has otherwise engaged, a Minority Stockholder, whether or not pursuant to a written agreement relating to such employment or engagement."Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. [***] shall have the meaning set forth in the recitals."Fair Market Value" means, as of any time, other than with respect to a request for conversion under Section 5, the intrinsic value of an Ordinary Share, as determined by the Board in good faith after taking into account any relevant factors that the Board deems determinative of the value of the Ordinary Shares on the following basis: (a) prior to the existence of a public market for the Ordinary Shares, the value of the Ordinary Shares as determined in good faith by the Board based on an independent third party engaged by the Company, at the Company's expense, to calculate the fair market value of Ordinary Shares; or (b) if a public market for the Ordinary Shares exists, (i) the closing price on such day of the Ordinary Shares as reported on the principal securities exchange on which the Ordinary Shares are then listed or admitted to trading or (ii) if not so reported, as furnished by any member of FINRA selected by the Board. For purposes of determining the Fair Market Value of an Ordinary Share, such value shall in no event take into account any options to acquire Shares, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Black-Scholes or similar value of such Ordinary Share, all as determined by the Board in good faith."Farah" shall have the meaning set forth in the preamble. "Farah Ordinary Shares" shall have the meaning set forth in the recitals."Farah Preferred Shares" shall have the meanin

Definitions from Master Purchase Agreement

This Master Purchase Agreement (this Agreement), dated as of July 26, 2015, is entered into by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (Buyer Parent) and Allergan plc, a public company limited by shares organized under the laws of Ireland (Seller Parent). Seller Parent and the Controlled Affiliates of Seller Parent that are party to any Ancillary Agreement are referred to in this Agreement each as a Seller and collectively as Sellers. Sellers and Buyer Parent sometimes are referred to in this Agreement collectively as the Parties and individually as a Party.

Definitions. In addition to the terms defined above and other terms defined in other Sections of this Agreement, the following capitalized terms have the following meanings when used herein: AA2S means Actavis Acquisition 2 S.a r.l. Accounting Principles means: (a) any amounts not in U.S. Dollars shall be converted into U.S. Dollars using the spot rate of exchange as quoted by Bloomberg at 12:00 pm, New York time on the Closing Date; and (b) U.S. GAAP as applied by Seller Parent in the financial statements set forth in its Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on February 18, 2015. Acquired Assets has the meaning set forth in Section 2.1 and for purposes of the representations and warranties herein shall be deemed to include the Transferred Group Assets. Actavis Marks has the meaning set forth in Section 9.9(b). Adjustment Amount has the meaning set forth in Section 3.3(g). Adverse Law or Order means (i) any Law shall have been enacted, promulgated, enforced or sought to be enforced by any Governmental Authority of competent jurisdiction which prohibits or makes illegal the consummation of the Transactions or (ii) any Order preventing the consummation of the Transactions, whether preliminary or final. Affiliate means, with respect to any Person, any other Person which, at the time of determination, directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. For purposes of this Agreement, Buyer Parent shall not be deemed to control, be controlled by or be under common control with or be an Affiliate of Seller Parent or any Seller, and Seller Parent shall not be deemed to control, be controlled by or be under common control with or be an Affiliate of Buyer Parent or any Buyer. For the avoidance of doubt, no member of the Transferred Group will be deemed an Affiliate of Buyer Parent prior to Closing but after the Closing each member of the Transferred Group shall be Affiliates of Buyer Parent. AGH means Actavis Group hf., a company incorporated in Iceland with registered number 500269-7319 and having its registered office at Reykjavikurvegi 76-78, 220 Hafnarfirdi, Iceland. AGH Intra Group Debt means all rights of AA2S in, to and under all intra group loan agreements between AGH and AA2S. Agreement means this Master Purchase Agreement, including all Schedules and Exhibits hereto, as it may be amended from time to time in accordance with its terms. Allergan Business means the assets, business, Know-How, operations and activities (including related personnel/employees) conducted by Allergan, Inc. and its Subsidiaries immediately prior to its acquisition by Seller Parent on March 17, 2015. Allergan Marks has the meaning set forth in Section 9.9(a). Alternative Financing has the meaning set forth in Section 9.5(a). Ancillary Agreements means the Local Transfer Agreements, the Transfer Documents, the Stockholders Agreement, the IP Licensing Agreement and the Transition Agreements. ANDA means an abbreviated new drug application submitted pursuant to 21 U.S.C. SS 355(j). Anda Business means the assets, business, Know-How, operations and activities (including related personnel/employees) conducted by the Anda Companies, the revenues of which are not reflected in the Performance Financial Statement. Anda Companies means Anda Veterinary Supplies, Inc., Anda Marketing, Inc., Anda Pharmaceuticals, Inc., Anda, Inc. and their respective subsidiaries, as of the date of this Agreement. Anti-Corruption Laws has the meaning set forth in Section 4.12(h). Antitrust Division has the meaning set forth in Section 6.2(a). Antitrust Laws means any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. APH4 means Actavis Pharma Holding 4 ehf., a company incorporated in Iceland and having its registered office at Reykjavikurvegi 76-78, 220 Hafnarfirdi, Iceland. APH4 Intra Group Debt means all rights of AA2S in, to and under all intra group loan agreements between APH4 and AA2S. Applicable SOL Period has the meaning set forth in Section 4.12(h). Arrow has the meaning set forth in Section 2.7(a)(i). Assumed Liabilities has the meaning set forth in Section 2.3. Audited Financial Statements has the meaning set forth in Section 9.14. AUK means Allergan UK LLP, a limited liability partnership incorporated under the laws of England and Wales with registered number OC400028 and whose

Definitions from Agreement and Plan of Merger

THIS AGREEMENT is made as of June 8, 2015 among Tribute Pharmaceuticals Canada Inc., a corporation incorporated under the laws of the Province of Ontario ("Tribute"), Aguono Limited, a private limited company incorporated in Ireland with registered number 561617 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland ("Parent"), Trafwell Limited, a private limited company incorporated in Ireland with registered number 561618 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland ("Ltd2"), ARLZ US Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned indirect subsidiary of Parent ("US Merger Sub"), ARLZ CA Acquisition Corp., a corporation incorporated under the laws of the Province of Ontario and a wholly-owned indirect subsidiary of Parent ("Can Merger Sub") and POZEN Inc., a corporation incorporated under the laws of the State of Delaware ("Pozen").

Definitions. In this Agreement, unless otherwise defined or expressly stated herein or something in the subject matter or the context is clearly inconsistent therewith: "1933 Securities Act" means the United States Securities Act of 1933, as amended. "1934 Exchange Act" means the United States Securities Exchange Act of 1934, as amended. "Affiliate" shall have the meaning ascribed to it in Rule 405 promulgated under the 1933 Securities Act. "Agreement" means this Agreement and Plan of Merger and Arrangement (including the Schedules attached hereto), as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof. "Arrangement" means an arrangement of Tribute under section 182 of the OBCA on the terms and subject to the conditions set forth in the Plan of Arrangement as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms and the terms of this Agreement or the Plan of Arrangement or made at the direction of the Canadian Court in the Final Order with the consent of Pozen and Tribute. "Arrangement Consideration" means, in respect of each Tribute Common Share subject to the Arrangement, 0.1455 Parent Shares to be issued to the applicable Tribute Shareholders in accordance with the Plan of Arrangement. "Arrangement Effective Date" means the date upon which all of the conditions to the completion of the Arrangement as set out in Article 8 have been satisfied or waived (subject to applicable Laws) in accordance with the provisions of this Agreement and all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the Arrangement becomes effective in accordance with the OBCA and the Final Order. "Arrangement Effective Time" shall have the meaning ascribed to it in Section 1.1 of the Plan of Arrangement. "Arrangement Exchange Agent" means the bank or trust company, reasonably acceptable to Tribute, appointed by Pozen, prior to the Effective Time, to act as exchange agent for the payment and delivery of the Arrangement Consideration. "Arrangement Resolution" means the special resolution of Tribute Shareholders to be considered and, if thought fit, passed by the Tribute Shareholders at the Tribute Meeting held to approve the Arrangement, to be substantially in the form and content of Schedule B hereto. "Articles of Arrangement" means the articles of arrangement of Tribute in respect of the Arrangement to be filed with the Director after the Final Order is made, which shall be in form and substance satisfactory to Pozen and Tribute, each acting reasonably. "Assumed Employees" shall have the meaning ascribed to it in Section 5.10(b). "Business Day" means a day other than a Saturday, a Sunday or any other day on which major commercial banking institutions in any of Toronto, Ontario, Dublin, Ireland or New York, New York are closed for business. "Can Merger Sub" shall have the meaning ascribed to it in the Recitals. "Canadian Court" means the Ontario Superior Court of Justice (Commercial List). "Canadian Securities Act" means the Securities Act (Ontario) and the rules, regulations and published policies thereunder. "Canadian Securities Laws" means the Canadian Securities Act and all other applicable Canadian provincial securities Laws and, in each case, the rules, regulations and published policies made thereunder as now in effect and as they may be promulgated from time to time. "Certificate of Merger" means the certificate of merger relating to the Merger. "CFDA" shall have the meaning ascribed to it in Section 3.1(s)(i). "Chancery Court" shall have the meaning ascribed to it in Section 9.6(a). "Closing" shall have the meaning ascribed to it in Section 2.3. "Closing Date" shall have the meaning ascribed to it in Section 2.3. "Code" means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "Compliant" means, with respect to the Required Information that such Required Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained in such Required Information, in the light of the circumstances under which they were made, not misleading. "Competition Act" means the Competition Act (Canada), as amended. "Contract" means, with respect to any Person, any legally binding contract, agreement, indenture, note, instrument, license, franchise, lease, arrangement, commitment, understanding or other right or obligation (whether written or oral) to which such Person or any of its Subsidiaries is a party or by which such Person or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject. "DGCL" means the General Corporation Law of the State of Delaware. "EDGAR" shall have the meaning ascribed to it under "Pozen Public Disclosure Record" in this Section 1.1. "D

Definitions from License Agreement

Definitions. In this Agreement: Affiliate means, with respect to a party to this Agreement, any other entity that Controls, is Controlled by, or is under common Control with that party. Business Day means a day on which Banks are open for general banking business in Greenwood Village, Colorado, USA and Dublin, Ireland, excluding Saturdays, Sundays and public holidays in either Colorado, USA or Dublin, Ireland. Calendar Year shall mean any period of twelve consecutive calendar months commencing on January 1st and ending on December 31st. Control means the power of a person to secure either by means of the holding of a majority (>50%) of shares, by contract, by reason of managerial powers or mandate or the possession of decisive voting power in or in relation to the company or corporation concerned or by virtue of any decisive powers conferred by the articles of association or constitution or other document regulating that company or that corporation that its affairs are conducted in accordance with the wishes of that person. Field means the treatment of premature ejaculation. Force Majeure means events or occurrences beyond the reasonable control of the party affected, the effects of which could not, by the exercise of reasonable diligence by that party, have been avoided and which affect the ability of that party to observe or perform its obligations under this Agreement, except for the failure or inability to pay any sum of money, such events including:

Definitions from License Agreement

Definitions. In this Agreement: Affiliate means, with respect to a party to this Agreement, any other entity that Controls, is Controlled by, or is under common Control with that party. Business Day means a day on which Banks are open for general banking business in Greenwood Village, Colorado, USA and Dublin, Ireland, excluding Saturdays, Sundays and public holidays in either Colorado, USA or Dublin, Ireland. Calendar Year shall mean any period of twelve consecutive calendar months commencing on January 1st and ending on December 31st. Control means the power of a person to secure either by means of the holding of a majority (>50%) of shares, by contract, by reason of managerial powers or mandate or the possession of decisive voting power in or in relation to the company or corporation concerned or by virtue of any decisive powers conferred by the articles of association or constitution or other document regulating that company or that corporation that its affairs are conducted in accordance with the wishes of that person. Field means the treatment of premature ejaculation. Force Majeure means events or occurrences beyond the reasonable control of the party affected, the effects of which could not, by the exercise of reasonable diligence by that party, have been avoided and which affect the ability of that party to observe or perform its obligations under this Agreement, except for the failure or inability to pay any sum of money, such events including:

Definitions from Senior Secured Note

INDENTURE dated as of April 15, 2015 among UPCB Finance IV Limited, as Issuer, The Bank of New York Mellon, London Branch, as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon, as New York Paying Agent, New York Transfer Agent and Dollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A., as Euro Notes Registrar and Transfer Agent.

Definitions. "144A Global Note" means the Dollar 144A Global Notes and the Euro 144A Global Notes. "Additional Facilities" has the meaning ascribed thereto in the UPC Broadband Holding Bank Facility. "Additional Dollar Notes" means the additional Dollar Notes (other than the Initial Dollar Notes) issued under this Indenture in accordance with Section 2.01(e) and Section 2.02, as part of the same class as the Initial Dollar Notes."Additional Euro Notes" means the additional Euro Notes (other than the Initial Euro Notes) issued under this Indenture in accordance with Section 2.01(e) and Section 2.02, as part of the same class as the Initial Euro Notes."Additional Notes" means the Additional Dollar Notes and the Additional Euro Notes."Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing."Agent" means any Registrar, co-registrar, Transfer Agent, Paying Agent or additional paying agent."Applicable Premium" means, in the case of the Euro Notes, the Euro Applicable Premium and, in the case of the Dollar Notes, the Dollar Applicable Premium. "Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear or Clearstream that apply to such transfer or exchange."Authenticating Agent" means each Person authorized pursuant to Section 2.02 to authenticate Notes and any Person authorized pursuant to Section 2.02 to act on behalf of the Trustee to authenticate Notes."Authorized Person" means any person who is designated in writing by the Issuer from time to time to give Instructions to the Agents under the terms of this Indenture. "Available Disposal Proceeds" with respect to any Disposal Proceeds that are required to be applied to prepay Additional Facilities pursuant to Clause 7.6 (Mandatory prepayment from disposal proceeds) of the UPC Broadband Holding Bank Facility, an amount of such Disposal Proceeds that bears the same proportion to the total Disposal Proceeds as the aggregate principal amount of the Finco Loan bears to the aggregate principal amount of all Advances (as such term is defined in the UPC Broadband Holding Bank Facility) outstanding under the UPC Broadband Holding Bank Facility."Bank Account Collateral" means sums of money held from time to time in all bank accounts of the Issuer (excluding the Share Capital Account)."The Bank of New York Mellon Group" means the group comprising The Bank of New York Mellon and its affiliates."Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, or any similar United States federal or state law or relevant law in any jurisdiction or organization or similar foreign law (including, without limitation, laws of the Cayman Islands) relating to moratorium, bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors, or any amendment to, succession to or change in any such law."beneficial owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "beneficially owns" and "beneficially owned" have a corresponding meaning."Book-Entry Interest" means a beneficial interest in a Global Note held by or through a Participant. "Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof. "Bund Rate" means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such Redemption Date, where: (1)"Comparable German Bund Issue" means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such Redemption Date to January 15, 2021, and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro denominated corporate debt securities in a principal am

DEFINITIONS from Reimbursement Agreement

DEFINITIONS. 1.1 In this Agreement (including in the Recitals), the following words and expressions shall have the meanings set opposite them: Acquisition, the proposed acquisition by Holdco and IrSub of Covidien by means of the Scheme or a takeover offer (and any such Scheme or takeover offer as it may be revised, amended or extended from time to time) pursuant to the Transaction Agreement (whether by way of the Scheme or such takeover offer) (including the issuance by Holdco of the aggregate Holdco share consideration and payment by Holdco and IrSub of their respective portion of the aggregate cash consideration pursuant to the Scheme or such takeover offer), to be described in the Rule 2.5 Announcement and provided for in the Transaction Agreement; Act, the Companies Act 1963, as amended; Acting in Concert, shall have the meaning given to that term in the Takeover Panel Act; Actions, any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlement or enforcement actions by, from or before any Relevant Authority; Agreed Form, in relation to any document, the form of that document which has been agreed to by or on behalf of each of the Parties; Agreement, shall have the meaning given to that term in the Recitals; Antitrust Laws, the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation, competition, antitrust or restraint of trade; Business Day, any day, other than a Saturday, Sunday or a day on which banks in Ireland or in the State of New York are authorised or required by law or executive order to be closed; Table of Contents Cap, shall have the meaning given to that term in Clause 3.1; Concert Parties, such persons as are deemed to be acting in concert with Medtronic pursuant to Rule 3.3 of Part A of the Takeover Rules; Confidentiality Agreement, the confidentiality agreement between Covidien and Medtronic dated as of April 23, 2014, as it may be amended from time to time; Court Meeting, the meeting or meetings of the Covidien Shareholders (and any adjournment thereof) convened by order of the High Court of Ireland pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment); Court Meeting Resolution, the resolution to be proposed at the Court Meeting for the purposes of approving and implementing the Scheme; Covidien, shall have the meaning given to that term in the Preamble; Covidien Alternative Proposal, any bona fide proposal or bona fide offer made by any person (other than a proposal or offer by Medtronic or any of its Associates or any person Acting in Concert with Medtronic pursuant to Rule 2.5 of the Takeover Rules) for (i) the acquisition of Covidien by scheme of arrangement, takeover offer or business combination transaction; (ii) the acquisition by any person of 20% or more of the assets of Covidien and its Subsidiaries, taken as a whole, measured by either book value or fair market value (including equity securities of Covidiens Subsidiaries); (iii) the acquisition by any person (or the stockholders of any person) of 20% or more of the outstanding Covidien Shares; or (iv) any merger, business combination, consolidation, share exchange, takeover, scheme of arrangement, recapitalisation or similar transaction involving Covidien as a result of which the holders of Covidien Shares immediately prior to such transaction do not, in the aggregate, own at least 80% of the outstanding voting power of the surviving or resulting entity in such transaction immediately after consummation thereof; Covidien Board, the board of directors of Covidien; Covidien Shareholders, the holders of Covidien Shares; Covidien Shares, the ordinary shares of US$0.20 each in the capital of Covidien; Covidien Superior Proposal, a written Covidien Alternative Proposal made by any person that the Covidien Board determines in good faith (after consultation with Covidiens financial advisor and outside legal counsel) is more favourable to the Covidien Shareholders than the transactions contemplated by the Transaction Agreement, taking into account such financial, regulatory, legal and other aspects of such proposal as the Covidien Board considers to be appropriate (it being understood that, for purposes of the definition of Covidien Superior Proposal, references to 20% and 80% in the definition of Covidien Alternative Proposal shall be deemed to refer to 50%); EGM Resolutions, the resolutions to be proposed at the EGM for the purposes of approving and implementing the Scheme, the reduction of capital of Covidien, changes to the articles of association of Covidien and such other matters as Covidien reasonably determines to be necessary or desirable for the purposes of implementing