HIPAA Uses in Definitions Clause

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of , 2017, is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (VMC). Huntsman and VMC are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 1.1.

Definitions. As used in this Agreement, the following terms have the meanings set forth in this Section 1.1: Adjusted Huntsman RSUs has the meaning set forth in Section 4.2(e). Affiliate has the meaning set forth in the Separation Agreement. Agreement means this Employee Matters Agreement, together with all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 13.9. ASC 718 means Accounting Standards Codification Topic 718, Compensation Stock Compensation, or any successor accounting standard. Assets has the meaning set forth in the Separation Agreement. Benefit Management Records has the meaning set forth in Section 3.3(b). Benefit Plan means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement (whether written or unwritten) providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent, or beneficiary of any Employee, including pension plans, thrift plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays. COBRA means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code means the Internal Revenue Code of 1986, as amended. Collective Bargaining Agreements has the meaning set forth in Section 3.1(i). Defined Benefit Transfer Date has the meaning set forth in Section 6.3. Dividend Accounts has the meaning set forth in Section 4.2(f). Effective Time has the meaning set forth in the Separation Agreement. Employee means any Huntsman Group Employee, Former Huntsman Group Employee or VMC Group Employee. Employee Transfer Date means the legal Employee transfer date, which may differ among and between certain groups of Employees, but which is expected to be on or around May 1, 2017. Equity Award Ratio means the ratio (as expressed as a quotient) determined by dividing the Huntsman VWAP by the VMC VWAP. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Former Huntsman Group Employees means all former employees of the Huntsman Group. Former VMC Group Employees means all former employees of the VMC Group. FSA Participation Period has the meaning set forth in Section 9.4(b). HIPAA means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder and any similar foreign, state, provincial or local Law. HSA Participation Period has the meaning set forth in Section 9.4(c). Huntsman has the meaning set forth in the preamble to this Agreement. Huntsman Benefit Plan means any Benefit Plan sponsored or maintained by a member of the Huntsman Group immediately prior to the Plan Transfer Date or Employee Transfer Date, as applicable, other than any Benefit Plan sponsored or maintained exclusively by a member of the VMC Group. Huntsman Common Stock means a share of Huntsmans common stock, par value $0.01. Huntsman Deferred Compensation Plan means the Amended and Restated Huntsman Supplemental Savings Plan, as amended. Huntsman Defined Benefit Plans means all Benefit Plans sponsored by one or more members of the Huntsman Group that are subject to Title IV of ERISA, other than the VMC Group Defined Benefit Plans. Huntsman Defined Contribution Plans means all Benefit Plans sponsored by one or more members of the Huntsman Group that provide retirement benefits that are subject to Code Section 401(a), but not Title IV of ERISA, or applicable analogous foreign jurisdiction laws. Huntsman Director means any individual who is a non-employee member of the Board of Directors of Huntsman immediately prior to the Effective Time. Huntsman Entity means any member of the Huntsman Group. Huntsman Equity Plans means the Huntsman Stock Incentive Plan, the Huntsman Corporation 2016 Stock Incentive Plan, and any other plan or agreement sponsored or maintained by Huntsman as of the Effective Time pursuant to which equity or other long-term incentive awards are or may be granted (in each case, as amended from time to time). Huntsman Europe BVBA Belgium means the defined benefit plan maintained by a member of the Huntsman Group for the benefit of both Huntsman Group Employees and VMC Group Employees. Huntsman Group has the meaning set forth in the Separation Agreement. Huntsman Group Employees has the meaning set forth in Section 3.1(b). Huntsman LTI Awards means the Huntsman Options, the Huntsman Phantom Shares, the Huntsman Restricted Stock and the Huntsman Restricted Stock Units. Huntsman Option mea

DEFINITIONS from Alliance Agreement

This Strategic Marketing Alliance Agreement (this Agreement) is made as of this day of March, 2016 (the Effective Date), by and between Napo Pharmaceuticals, Inc., a Delaware corporation, and its successors and assigns (collectively, Napo) and SmartPharma, LLC, a New Jersey limited liability company (SP) (each of Napo and SP may be referred to as a Party and, collectively, the Parties).

DEFINITIONS. Audited Sales means sales based upon IMS Health National Sales Perspective, NSP or Symphony Health Solutions PHAST Integrated audit. Annual Budget is defined in Section 9.2. ARRA is defined in Section 8.2(d). Business of each Party is defined in the Preliminary Statements. Change of Control Event means (A) any transaction resulting in the sale of (i) all, substantially all, or more than fifty percent (50%) of the assets of Napo (ii) all, substantially all, or more than fifty percent (50%) of the equity of Napo, (B) any merger, acquisition, recapitalization or other form of entity restructuring, (C) another form of sale, merger or divestiture not delineated herein, and/or (D) the divestiture of any drug or related formula or compound that SP has worked on or for with Napo pursuant to this Agreement in the three (3) years prior to such Change of Control Event. Change of Control Event shall not include a roll-up, acquisition or merger, of Napo with, by or into Jaguar Animal Health, Inc.a Delaware corporation. Claim or Claims means claims, demands, charges, complaints, suits, hearings, investigations, judgments, orders, decrees, stipulations, injunctions, actions, regulatory, legislative, or judicial proceedings or investigations, or other proceedings. COGS means all costs related to raw material, manufacturing and packaging of finished goods of Fulyzaq/Crofelemer and includes, but is not limited to: (a) the direct labor costs incurred in the manufacture of each tablet, or other medium of delivery, of Fulyzaq/Crofelemer; (b) the cost of materials used in such manufacture (including raw materials, intermediate compounds, active compounds, excipients, components and packaging materials, and including shipping and taxes therefor); (c) the cost of shipping each tablet and the raw materials, intermediate compounds and active compounds for incorporation therein; (d) a reasonable allocation of overhead, facilities expense (including depreciation over the expected life of the buildings and equipment), and costs for administration and for management of material procurement and other manufacturing activities performed directly in support of the manufacture or acquisition of each tablet, calculated in accordance with reasonable cost accounting methods that comply with GAAP; and (e) amounts paid (net of rebates or discounts, if any, and not including amounts paid as royalties) to non-Affiliate contract manufacturers or service providers to acquire each tablet, or other medium of delivery, or in connection with the manufacture of each tablet, or other medium of delivery. Commercialization Third Party or Commercialization Third Parties means a third-party service provider performing at least one (1) or more commercialization support services on behalf of Napo. Services provided by a Commercialization Third Party may include, but are not limited to, third-party logistics (including, but not limited to, warehousing and distribution services), pharmacovigilance, regulatory services/support, medical affairs support, or managed care contracts and rebates support. Confidential Information includes (in any medium) any confidential or proprietary information of a Party (including, with respect to Napo, the Data), including but not limited to, any trade secrets, processes, formulas, data, documentation, flow-charts, drawings, correspondence, know-how, improvements, Inventions, patents, trademarks, copyrights and other intellectual property, techniques, concepts, technologies, software, hardware, formulae, equipment, programs, sketches, designs, personnel records and files, former client and customer lists, current client and customer lists, potential client and customer lists, rental-related information, product or service specifications, debt arrangements, equity structures, fees, litigation, customer contracts, sales records (historical and projected), rates, marketing plans, developments and strategies, distribution methods and processes, projections, financial information, terms governing actual or anticipated relationships, internal accounting statistics, financial projects, business plans (whether current or not), pricing and bidding policies and practices, costing information, salaries, proposals to customers, any data, computer records, software, confidential information or property entrusted to a Party or any Affiliate by any customers, confidential information concerning customers, employees of a Party or any Affiliate and any other information passing between the Parties pursuant to the Purpose. Confidential Information shall not, however, include any information that (i) can be demonstrated to be generally known in the industry or to the public other than through breach of a Receiving Partys obligations to a Disclosing Party; (ii) was already known by the Receiving Party at the time of its disclosure hereunder as evidenced by written records; (iii) is independently obtained by the Receiving Party from a third party that d

Definitions from Loan Agreement

THIS LOAN AGREEMENT (this Agreement), dated as of December 4, 2015 (the Effective Date) by and between IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (Borrower) and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, a Cayman Islands exempted limited partnership (Lender), provides the terms on which Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:

Definitions. For the purposes of and as used in the Loan Documents: (a) references to any Person include its successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (b) except as otherwise expressly provided in any Loan Document, references to any law, treaty, order, policy, rule or regulation include amendments, supplements and successors thereto; (c) the word shall is mandatory; (d) the word may is permissive; (e) the word or is not exclusive; (f) the words include, includes and including are not limiting; (g) the singular includes the plural and the plural includes the singular; (h) numbers denoting amounts that are set off in parentheses are negative unless the context dictates otherwise; (i) each authorization herein shall be deemed irrevocable and coupled with an interest; (j) all accounting terms shall be interpreted, and all determinations relating thereto shall be made, in accordance with Applicable Accounting Standards; (k) references to any time of day shall be to New York time; and (l) references to specific sections, articles, annexes and exhibits are to this Agreement and references to specific schedules are to the Disclosure Letter. As used in this Agreement, the following capitalized terms have the following meanings: Account means any account as defined in the Code with such additions to such term as may hereafter be made, and includes all accounts receivable, book debts, and other sums owing to Credit Parties. Account Debtor means any account debtor as defined in the Code with such additions to such term as may hereafter be made. Acquisition means (a) any Stock Acquisition, or (b) any Asset Acquisition. Adverse Proceeding means any action, suit, proceeding, hearing (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Credit Party or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of any Credit Party or any of its Subsidiaries, threatened against or adversely affecting any Credit Party or any of its Subsidiaries or any property of any Credit Party or any of its Subsidiaries. Affiliate means, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company or limited liability partnership, that Persons managers and members. As used in this definition, control means (a) direct or indirect beneficial ownership of at least fifty percent (50%) (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the voting share capital or other equity interest in a Person or (b) the power to direct or cause the direction of the management of such Person by contract or otherwise. In no event shall Lender be deemed to be an Affiliate of Borrower or any of its Subsidiaries. Agreement is defined in the preamble hereof. Anti-Terrorism Laws means any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Applicable Accounting Standards means with respect to Borrower and its Subsidiaries, generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination, consistently applied. Approved Fund means any (a) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (b) any Person (other than a natural person) which temporarily warehouses loans for Lender or any entity described in the preceding clause (a) and that, with respect to each of the preceding clauses (a) and (b), is administered or managed by (i) Lender, (ii) an Affiliate of Lender or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages Lender. AR Credit Lines is defined in clause (c) of the definition of Permitted Indebtedness. Asset Acquisition means, with respect to Borrower or any of its Subsidiaries: (a) any purchase, inbound lic

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 Membership Interest Purchase Agreement

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT ("Agreement") is made as of the 27th day of July, 2016, by and between Sharecare, Inc., a corporation incorporated under the laws of the State of Delaware ("Purchaser"), Healthways SC, LLC a limited liability company organized under the laws of the State of Delaware (the "Company"), and Healthways, Inc., a corporation incorporated under the laws of the State of Delaware (the "Seller").

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings given: "ACA" means the Patient Protection and Affordable Care Act (Pub. L. 111-148), as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111-152). "Accounting Firm" shall have the meaning set forth in Section 2.3(d). "ACER" means the Adjustable Convertible Equity Right, between Purchaser and the Seller, in the form attached hereto as Exhibit B. "Acquired Business" shall have the meaning set forth in Section 2.4(f). "Acquired Company" means the Company and, as of the Closing, each of its Subsidiaries. "Acquired Subsidiary" means each Acquired Company other than the Company; provided, however, that the term "Acquired Subsidiary" shall not include Foreign Holdco until after it has been formed in accordance with Section 3.3(a). "Act" means the Securities Act of 1933. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such other Person. "Agreement" shall have the meaning set forth in the Preamble. "Amended Certificate" means Purchaser's Amended and Restated Certificate of Incorporation, the form of which is attached hereto as Exhibit C. "Assignable Right" shall have the meaning set forth in Section 6.10. "Assumed Liabilities" shall have the meaning ascribed to such term in the Contribution and Assumption Agreement. "Balance Sheet" shall have the meaning set forth in Section 3.8. "Blue Zone Community Transformation Projects" means the Seller's and its Subsidiaries' community-based programs meant to make permanent and/or semi-permanent changes within a community that improve its health and well-being through community education, community activation, "blueprints for change" and policy adoption. "Blue Zone Lease Assignments" means the assignment of leases in Fort Worth, Portland and Klamath Falls relating to the Blue Zone Community Transformation Projects, substantially in the form set forth on Exhibit D. "Blue Zones" means Blue Zones, LLC, a Delaware limited liability company. "Business Audited Financial Statements" shall have the meaning set forth in Section 3.8. "Business Confidential Information" shall have the meaning set forth in Section 3.19(k). "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by Law to close. "Business Employees" means all individuals who are actively employed by any Acquired Company on the Closing Date. "Business Financial Statements" shall have the meaning set forth in Section 3.8. "Business Unaudited Financial Statements" shall have the meaning set forth in Section 3.8. "Cap Amount" shall have the meaning set forth in Section 8.5(a)(ii). "Cap Table" shall have the meaning set forth in Section 5.2. "Care Transitions Solutions" means a facility-based and telephonic program focused on reduction of avoidable readmissions for 90 days post-discharge for patients who are identified by the Seller's readmission risk identification algorithm and agree to participate in the program. "Cash Flow Statement" shall have the meaning set forth in Section 2.4(b)(i). "CF Objection Notice" shall have the meaning set forth in Section 2.4(b)(ii). "CF Resolution Period" shall have the meaning set forth in Section 2.4(b)(ii). "Closing" shall have the meaning set forth in Section 2.1. "Closing Date" shall have the meaning set forth in Section 2.1. "Closing Date Balance Sheet" shall have the meaning set forth in Section 2.3(a). "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations issued thereunder. "Committee" shall have the meaning set forth in Section 2.4(c). "Company" shall have the meaning set forth in the Preamble. "Company Disclosure Letter" shall have the meaning set forth in the first paragraph of Article 3. "Company Expenses" means all costs and expenses payable by an Acquired Company at or after Closing (and not included as a Current Liability in the determination of Final Working Capital Amount) to third parties in connection with or otherwise triggered by the transactions contemplated by the Contribution and Assumption Agreement or this Agreement, including legal counsel, accountants, brokers and tax, investment and other advisors, and any severance payments, change of control payments or retention payments, including any retention bonuses and transition assistance bonuses payable at or after Closing and any annual bonuses, in each case, to the extent attributable to pre-Closing periods (in each case, as applicable, including the employer's 1.45% Medicare contribution). "Company IP Rights" means any and all Intellectual Property used in the PH Business. "Company IP Rights Agreements" means any Contract pursuant to which (i) a third par

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into as of June 6, 2016 (the Agreement Date) by and among NuVasive, Inc., a Delaware corporation (Acquiror), Bionic Acquisition Corporation, a Delaware corporation (Merger Sub) and wholly owned subsidiary of Acquiror, BNN Holdings Corp., a Delaware corporation (the Target) and solely in its capacity as the securityholders representative for Target, GPP I-BNN, LLC (Securityholders Agent).

Definitions. As used in this Agreement, the following terms shall have the following meanings: 401(k) Plan has the meaning set forth in Section 7.2(l). 409A Plan has the meaning set forth in Section 3.24(j). 280G Stockholder Approval has the meaning set forth in Section 6.14. Acquiror has the meaning set forth in the introductory paragraph. Acquiror Indemnified Person and Acquiror Indemnified Persons have the meanings set forth in Section 9.2(a). Acquisition Proposal has the meaning set forth in Section 5.2(a). Affiliate with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person provided that, 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 or by contract or otherwise. Aggregate Option Exercise Amount means (i) the aggregate amount of the applicable Option Exercise Prices for each In-the-Money Vested Target Option multiplied by (ii) the number of vested shares of Target Common Stock issuable upon exercise of such In-the-Money Vested Target Option. Agreement has the meaning set forth in the introductory paragraph. Applicable Law means, collectively, any applicable federal, state, provincial foreign or local statute, law, ordinance, regulation, rule, code, order, judgment, decree or other legally binding requirement or rule of law, including but not limited to any applicable provision of the Delaware Law. Applicable Portion means (i) in the event that the holders of Target Series A Preferred Stock and Target Series B Preferred Stock do not receive the Preferred Stock Preference Payment and therefore receive their portion of the Merger Consideration on an as-converted basis, then with respect to each Securityholder, an amount equal to the quotient obtained by dividing (A) the amount of Merger Consideration payable to such Securityholder pursuant to Section 2.6(a) and Section 2.6(b), by (B) the aggregate amount of Merger Consideration payable to all Securityholders pursuant to Section 2.6(a) and Section 2.6(b) and (ii) in the event that the holders of Target Series A Preferred Stock and Target Series B Preferred Stock receive the Preferred Stock Preference Payment, then the Applicable Portion shall, (x) with respect to the Merger Consideration paid to the holders of Target Common Stock, be the quotient obtained by dividing (A) Common Escrow Amount, by (B) the number of Fully Diluted Shares Outstanding and (y) with respect to the Merger Consideration paid to the holders of Target Preferred Stock, be the Preferred Pro Rata Portion. Business Day means any day other than a Saturday, Sunday or other day when commercial banks in San Diego, California are permitted or required by law to be closed for the conduct of regular banking business. Cap has the meaning set forth in Section 9.2(d). CERCLA has the meaning set forth in Section 3.22(a)(i). Certificate of Merger has the meaning set forth in Section 2.1. Certificates has the meaning set forth in Section 2.8(c). Claims Period has the meaning set forth in Section 9.3(c). Closing has the meaning set forth in Section 2.2. Closing Certificate has the meaning set forth in Section 2.13(b). Closing Date has the meaning set forth in Section 2.2. Closing Payment Schedule has the meaning set forth in Section 2.7. CMS means the Centers for Medicare and Medicaid Services of DHHS. COBRA has the meaning set forth in Section 3.24(b). Code means the Internal Revenue Code of 1986, as amended. Common Escrow Amount means the aggregate amount of the Merger Consideration otherwise payable to the Common Stockholders (and any In-the-Money Vested Target Options, if any) that is used to fund the Escrow Amount. Confidentiality Agreement has the meaning set forth in Section 6.3. Contract means any contract, agreement or legally binding arrangement, whether written or oral. Contract Consents has the meaning set forth in Section 3.16(c). Copyrights means all copyrights, copyrightable works and mask works (including all applications and registrations for each of the foregoing), and all other rights corresponding thereto throughout the world. Damages means all losses, costs, damages (which with respect to punitive damages and damages based on a multiples, shall only include amounts actually paid or required to be paid to a third party as part of an indemnifiable third party claim), fees, diminution in value, liabilities, reasonable out-of-pocket costs of investigation and expenses, including Taxes, and costs and expenses arising from claims, demands, actions, causes of action and settlements, including reasonable fees and expenses of lawyers, experts and other professionals. Delaware Law means the Delaware General Corporation

Definitions from Agreement and Plan of Merger Among

This Agreement and Plan of Merger (this Agreement), is entered into as of May 15, 2016, by and among Nanosphere, Inc., a Delaware corporation (the Company), Luminex Corporation, a Delaware corporation (Parent), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

Definitions. For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters: 401k Plan has the meaning set forth in Section 6.06(d). Acceptable Confidentiality Agreement means a confidentiality and standstill agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement. 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 first Person. For the purposes of this definition, control (including, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract or otherwise. Agreement has the meaning set forth in the Preamble. Antitrust Laws has the meaning set forth in Section 4.03(c). Book-Entry Shares has the meaning set forth in Section 3.02(a). Business Day means any day, other than Saturday, Sunday or any day on which banking institutions located in New York, New York are authorized or required by Law or other governmental action to close. Certificate has the meaning set forth in Section 3.01(b). Certificate of Merger has the meaning set forth in Section 2.03. Charter Documents has the meaning set forth in Section 4.01(b). Closing has the meaning set forth in Section 2.02. Closing Date has the meaning set forth in Section 2.02. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA. Code has the meaning set forth in Section 3.05. Company has the meaning set forth in the Preamble. Company Acquisition Agreement has the meaning set forth in Section 6.04(a). Company Adverse Recommendation Change has the meaning set forth in Section 6.04(a). Company Balance Sheet means the audited balance sheet of the Company dated as of December 31, 2015 contained in the Company SEC Documents filed prior to the date hereof. Company Board has the meaning set forth in the Recitals. Company Board Recommendation has the meaning set forth in Section 4.03(d). Company Common Stock has the meaning set forth in the Recitals. Company Continuing Employees has the meaning set forth in Section 6.06(a). Company Disclosure Letter has the meaning set forth in the introductory language in Article IV. Company Employee has the meaning set forth in Section 4.16(a). Company Employee Agreement means any Contract between the Company or any of its Subsidiaries and a Company Employee. Company Employee Plans has the meaning set forth in Section 4.16(a). Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be. Company ERISA Affiliate means, with respect to any Person, any other Person that, together with such first Person, would be treated as a single employer within the meaning of Section 414(b), (c), (m), or (o) of the Code. Company IP means all material Intellectual property used or held for use or contemplated to be used in or necessary for the conduct of the business of the Company as currently conducted, including such Intellectual Property being developed as part of the Companys research and development efforts. Company IP Agreements means all licenses, sublicenses, consent to use agreements, covenants not to sue and permissions and other Contracts, including the right to receive royalties or any other consideration, whether written or oral, relating to Intellectual Property and to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries is a licensor or licensee. Company IT Systems has the meaning set forth in Section 4.08(j). Company Material Adverse Effect means any event, occurrence, fact, condition or change (each an Effect) that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of the Company taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated hereby on a timely basis in the manner contemplated by this Agreement; provided, however, that, for the purposes of clause (i), a Company Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) the announcement of the transactions contemplated by this Agreement (including any loss or adverse change in the relationship of the Company with its employees, contractors, customers, partners or suppliers); (c) any outbreak or escalation of war or any

Definitions from Agreement and Plan of Merger

This Agreement and Plan of Merger (this "Agreement"), is entered into as of May 15, 2016, by and among Nanosphere, Inc., a Delaware corporation (the "Company"), Luminex Corporation, a Delaware corporation ("Parent"), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

Definitions. For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:"401k Plan" has the meaning set forth in Section 6.06(d)."Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement.26995100v.1"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 first Person. For the purposes of this definition, "control" (including, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract or otherwise."Agreement" has the meaning set forth in the Preamble."Antitrust Laws" has the meaning set forth in Section 4.03(c)."Book-Entry Shares" has the meaning set forth in Section 3.02(a)."Business Day" means any day, other than Saturday, Sunday or any day on which banking institutions located in New York, New York are authorized or required by Law or other governmental action to close."Certificate" has the meaning set forth in Section 3.01(b)."Certificate of Merger" has the meaning set forth in Section 2.03."Charter Documents" has the meaning set forth in Section 4.01(b)."Closing" has the meaning set forth in Section 2.02."Closing Date" has the meaning set forth in Section 2.02."COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA."Code" has the meaning set forth in Section 3.05."Company" has the meaning set forth in the Preamble."Company Acquisition Agreement" has the meaning set forth in Section 6.04(a)."Company Adverse Recommendation Change" has the meaning set forth in Section 6.04(a)."Company Balance Sheet" means the audited balance sheet of the Company dated as of December 31, 2015 contained in the Company SEC Documents filed prior to the date hereof."Company Board" has the meaning set forth in the Recitals."Company Board Recommendation" has the meaning set forth in Section 4.03(d)."Company Common Stock" has the meaning set forth in the Recitals.26995100v.1"Company Continuing Employees" has the meaning set forth in Section 6.06(a)."Company Disclosure Letter" has the meaning set forth in the introductory language in Article IV."Company Employee" has the meaning set forth in Section 4.16(a)."Company Employee Agreement" means any Contract between the Company or any of its Subsidiaries and a Company Employee."Company Employee Plans" has the meaning set forth in Section 4.16(a)."Company Equity Award" means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be."Company ERISA Affiliate" means, with respect to any Person, any other Person that, together with such first Person, would be treated as a single employer within the meaning of Section 414(b), (c), (m), or (o) of the Code."Company IP" means all material Intellectual property used or held for use or contemplated to be used in or necessary for the conduct of the business of the Company as currently conducted, including such Intellectual Property being developed as part of the Company's research and development efforts."Company IP Agreements" means all licenses, sublicenses, consent to use agreements, covenants not to sue and permissions and other Contracts, including the right to receive royalties or any other consideration, whether written or oral, relating to Intellectual Property and to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries is a licensor or licensee."Company IT Systems" has the meaning set forth in Section 4.08(j)."Company Material Adverse Effect" means any event, occurrence, fact, condition or change (each an "Effect") that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of the Company taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated hereby on a timely basis in the manner contemplated by this Agreement; provided, however, that, for the purposes of clause (i), a Company Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) the announcement of the transactions contemplated by this Agreement (including any loss or adverse change in the relationship of the Company with its employees, contractors, customers, part

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (Parent), St. Jude Medical, Inc., a Minnesota corporation (the Company), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub 1), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub 2). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a Party and collectively as the Parties.

Definitions. (a) As used herein, the following terms have the following meanings: 1933 Act means the U.S. Securities Act of 1933. 1934 Act means the U.S. Securities Exchange Act of 1934. 2017 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 1.58% Senior Notes due 2017, issued pursuant to the Existing Note Purchase Agreement. 2018 Senior Notes means the Companys 2.000% Senior Notes due 2018, issued pursuant to the Existing Senior Notes Indenture. 2020 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 2.04% Senior Notes due 2020, issued pursuant to the Existing Note Purchase Agreement. 2020 Senior Notes means the Companys 2.800% Senior Notes due 2020, issued pursuant to the Existing Senior Notes Indenture. 2023 Senior Notes means the Companys 3.25% Senior Notes due 2023, issued pursuant to the Existing Senior Notes Indenture. 2025 Senior Notes means the Companys 3.875% Senior Notes due 2025, issued pursuant to the Existing Senior Notes Indenture. 2043 Senior Notes means the Companys 4.75% Senior Notes due 2043, issued pursuant to the Existing Senior Notes Indenture. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Aggregate Cash Amount means the aggregate amount of cash to be paid to holders of Company Shares (including in respect of any Dissenting Shares and any fractional shares pursuant to Section 2.07) in exchange for their Company Shares. Solely for purposes of Section 2.09 and the definitions used therein, the amount of cash payable in respect of Dissenting Shares shall be deemed to be $85.00 per Dissenting Share (it being understood that the actual amount that would be payable in respect of any Dissenting Shares following completion of a proceeding determining the fair value of such Dissenting Shares would be determined pursuant to such proceeding in accordance with the applicable provisions of Minnesota law). Aggregate Stock Consideration means the product of (i) the aggregate number of Parent Shares to be delivered to the holders of Company Shares in exchange for their Company Shares pursuant to this Agreement (disregarding for this purpose shares of Parent Stock issued to and sold by the Exchange Agent pursuant to Section 2.07), multiplied by (ii) the Applicable Stock Value. Applicable Stock Value means $43.88. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to remain closed. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements means any Contract or any side letter to which a Party or its Subsidiaries is bound or that has been entered into between a Party or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, or other similar employee representative body or employee committee. Company Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (based on the fair market value thereof) (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person of securities representing 15% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person, directly or indirectly, beneficially owning 15% or more of the outstanding Company Shares, (iv) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person (or the stockholders of any Person) would acquire, directly or indirectly, more than 15% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof) or more than 15% of the aggregate voting power of the Company or of the surviving entity or (v) any combination of the foregoing, in each case, other than this Agreement and the transactions contemplated by this Agreement. Company Adverse Recommendatio

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 27, 2016, is by and among Abbott Laboratories, an Illinois corporation (Parent), St. Jude Medical, Inc., a Minnesota corporation (the Company), Vault Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub 1), and Vault Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (Merger Sub 2). Parent, the Company, Merger Sub 1 and Merger Sub 2 are referred to individually as a Party and collectively as the Parties.

Definitions. (a) As used herein, the following terms have the following meanings: 1933 Act means the U.S. Securities Act of 1933. 1934 Act means the U.S. Securities Exchange Act of 1934. 2017 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 1.58% Senior Notes due 2017, issued pursuant to the Existing Note Purchase Agreement. 2018 Senior Notes means the Companys 2.000% Senior Notes due 2018, issued pursuant to the Existing Senior Notes Indenture. 2020 Private Placement Notes means St. Jude Medical Japan Co., Ltd.s 2.04% Senior Notes due 2020, issued pursuant to the Existing Note Purchase Agreement. 2020 Senior Notes means the Companys 2.800% Senior Notes due 2020, issued pursuant to the Existing Senior Notes Indenture. 2023 Senior Notes means the Companys 3.25% Senior Notes due 2023, issued pursuant to the Existing Senior Notes Indenture. 2025 Senior Notes means the Companys 3.875% Senior Notes due 2025, issued pursuant to the Existing Senior Notes Indenture. 2043 Senior Notes means the Companys 4.75% Senior Notes due 2043, issued pursuant to the Existing Senior Notes Indenture. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether though ownership of 50% or more of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Aggregate Cash Amount means the aggregate amount of cash to be paid to holders of Company Shares (including in respect of any Dissenting Shares and any fractional shares pursuant to Section 2.07) in exchange for their Company Shares. Solely for purposes of Section 2.09 and the definitions used therein, the amount of cash payable in respect of Dissenting Shares shall be deemed to be $85.00 per Dissenting Share (it being understood that the actual amount that would be payable in respect of any Dissenting Shares following completion of a proceeding determining the fair value of such Dissenting Shares would be determined pursuant to such proceeding in accordance with the applicable provisions of Minnesota law). Aggregate Stock Consideration means the product of (i) the aggregate number of Parent Shares to be delivered to the holders of Company Shares in exchange for their Company Shares pursuant to this Agreement (disregarding for this purpose shares of Parent Stock issued to and sold by the Exchange Agent pursuant to Section 2.07), multiplied by (ii) the Applicable Stock Value. Applicable Stock Value means $43.88. Business Day means any day that is not a Saturday, a Sunday or other day that (i) is a statutory holiday under the federal Laws of the United States or (ii) is otherwise a day on which banks in New York, New York are authorized or obligated by Law or executive order to remain closed. Closing Date means the date of the Closing. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreements means any Contract or any side letter to which a Party or its Subsidiaries is bound or that has been entered into between a Party or any Subsidiary thereof and any labor organization, union, works council, employee association, trade union, or other similar employee representative body or employee committee. Company Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person (other than Parent and its Subsidiaries or Affiliates) relating to (i) any direct or indirect acquisition or purchase of the business or assets (based on the fair market value thereof) (including equity interests in Subsidiaries) of the Company or any of its Subsidiaries representing 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, (ii) any issuance, sale or other disposition, directly or indirectly, to any Person of securities representing 15% or more of the total voting power of the Company, (iii) any tender offer or exchange offer that if consummated would result in any Person, directly or indirectly, beneficially owning 15% or more of the outstanding Company Shares, (iv) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries pursuant to which any Person (or the stockholders of any Person) would acquire, directly or indirectly, more than 15% of the consolidated assets of the Company and its Subsidiaries (based on the fair market value thereof) or more than 15% of the aggregate voting power of the Company or of the surviving entity or (v) any combination of the foregoing, in each case, other than this Agreement and the transactions contemplated by this Agreement. Company Adverse Recommendatio