January 1 Uses in Definitions Clause

Definitions from Gas Gathering Agreement

This Gas Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this Agreement), but is effective as of April 27, 2017 (the Effective Date), by and between Rosehill Operating Company, LLC, a Delaware limited liability company (Producer), and Gateway Gathering and Marketing Company, a Maryland corporation (Gatherer). Producer and Gatherer may be referred to individually as Party or collectively as Parties.

Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below: Abandonment Date has the meaning given to it in Section 3.2(d). Additional/Accelerated Well has the meaning given to it in Section 3.2(c). Adequate Assurance of Performance has the meaning given to it in Section 9.3. Adjustment Year has the meaning given to it in Section 5.2(a)(ii). Administrator has the meaning given to it in Section 6.1(b). Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of this Agreement, except for Section 2.2(b). Affiliate Entity means any Affiliate to whom Gatherer assigns its rights and obligations under this Agreement. Affiliate Entity Dedicated Properties has the meaning given to it in Section 15.1(a)(ii). Agreement has the meaning set forth in the preamble hereof. Agreement Addendum means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is governed by this Agreement. Agreement Addenda shall be the collective reference to each Agreement Addendum then in effect. Btu means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis. Business Day means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are generally open for business. Cancellation Date has the meaning given to it in Section 3.1(c). Claiming Party has the meaning given to it in the definition of Force Majeure. Communications has the meaning given to it in Section 16.2. Conditional Amount has the meaning set forth in Section 9.1(a). Conflicting Dedication means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires Producers owned Gas or Gas that Producer controls to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producers requirement under such dedication is to deliver Gas from the tailgate of the System or any other point that is a Delivery Point hereunder. Control (including the term Controlled) means (a) with respect to any Person, 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 shares, by contract, or otherwise and (b) with respect to any Gas, such Gas produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Gas and Producer elects or is obligated to market such Gas on behalf of the applicable Third Party or Affiliate. Credit-Worthy Person means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poors or Moodys (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer). Crude Oil has the meaning assigned to such term in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Crude Oil Gathering System has the meaning assigned to the term Individual System in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Day means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term Daily shall have the correlative meaning. Dedicated Production means (a) Gas owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Gas produced within the Dedication Area that is owned by a Third Party and under the Control of Producer and (c) Purchased Dedicated Production. Dedicated Properties means the interests held by Producer or its Affiliate in the oil and/or gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant to Section 2.4(a) or otherwise, shall cease to be included in this definition of Dedicated Properties immediately upon the effectiveness of such permanent release. Dedication Area mean

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement), dated as of August 6, 2014, is between IMMUNE DESIGN CORP., a company duly organized and existing under the laws of the State of Delaware, with a principal place of business at 601 Gateway Blvd, Suite 1020, South San Francisco, California, United States of America, for and on behalf of itself and its Affiliates (IMDZ), and Aventis Inc., a corporation organized and existing under the laws of Pennsylvania, having offices at 55 Corporate Drive in Bridgewater, New Jersey 08807, for and on behalf of itself and its Affiliates (Sanofi).

DEFINITIONS. As used in this Agreement, the following terms have the meanings set forth in this Section 1 unless the context dictates otherwise. 1.1 AAA has the meaning assigned thereto in Section 17.13(c). 1.2 Affiliate with respect to a Party, means any Person controlling, controlled by, or under common control with, such Party. For the purpose of this definition only, control and, with correlative meanings, the terms controlled by and under common control with, shall refer to (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or (b) the beneficial ownership (as such term is defined in the 1934 Act) of at least 50% of the voting securities or other ownership interest of a Person. 1.3 Agreement has the meaning assigned thereto in the Preamble. 1.4 Alliance Manager has the meaning assigned thereto in Article 3. 1.5 Annual Net Sales means for an Indication for any given Calendar Year during the term of this Agreement, the total of all Net Sales of Licensed Products in all countries in the Territory during such Calendar Year. 1.6 Applicable Law means individually and collectively, any federal, state, local, national and supra-national laws, treaties, statutes, ordinances, rules and regulations, including any rules, regulations, guidance, guidelines or requirements having the binding effect of law of national securities exchanges, automated quotation systems or securities listing organizations, Regulatory Authorities, courts, tribunals, agencies other than Regulatory Authorities, legislative bodies and commissions that are in effect from time to time during the Term and applicable to a particular activity hereunder. 1.7 BLA means a Biologics License Application filed with the FDA or an equivalent application submitted to any other Regulatory Authority within the Territory requesting marketing approval for a new biological product (or a New Drug Application (NDA)), or equivalent application submitted to any other Regulatory Authority within the Territory, in the event that the FDA or other Regulatory Authority determines that an NDA or its equivalent, rather than a BLA or its equivalent, is the appropriate mechanism for requesting such approval). 1.8 *** means ***, that is, ***. 1.9 Business Day means a day on which banking institutions in New York, New York, United States and Paris, France are open for business. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 1.10 Calendar Quarter means any one of the four three-month time periods in any Calendar Year commencing on January 1, April 1, July 1 and October 1 of such year. 1.11 Calendar Year means a period of twelve (12) consecutive calendar months beginning on January 1 and ending on December 31. 1.12 Change of Control means with respect to any Party (the Acquired Entity) (a) any sale, exchange, transfer, or issuance to or acquisition in one transaction or a series of related transactions by one or more Third Parties of shares representing more than fifty percent (50%) of the aggregate ordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity, whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger or otherwise, or beneficially or of record, but excluding the issuance of shares in a financing transaction; (b) a merger or consolidation under Applicable Law of the Acquired Entity with a Third Party in which the shareholders of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity immediately prior to such merger or consolidation do not continue to hold immediately following the closing of such merger or consolidation at least fifty percent (50%) of the aggregate ordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of the entity surviving or resulting from such consolidation; or (c) a sale or other disposition of all or substantially all of the assets of the Acquired Entity to one (1) or more Third Parties in one transaction or a series of related transactions. 1.13 Clinical Supply Agreement has the meaning assigned thereto in Section 9.3. 1.14 CMC Data means the chemistry, manufacturing and controls data required by Applicable Law to be included in a BLA or NDA for a Licensed Product. 1.15 Commercial Supply Agreement has the meaning assigned thereto in Section 9.4. 1.16 Commercialization, Commercialize or Commercial means any and all activities directed toward marketing, promoting, detailing, distributing, importing, havin

Definitions from Agreement of Limited Partnership

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS LP, a Delaware limited partnership (the Partnership), is made as of March 1, 2017, by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the Initial General Partner) and the Limited Partners (as defined below).

Definitions. As used herein, the following terms shall have the following meanings: 4Q Distribution Date means the date on which distributions are made by the Operating Group Entities in respect of Common Units with respect to Net Income earned by the Operating Group Entities during the fourth quarter of any Fiscal Year. Act has the meaning specified in the Preamble to this Agreement. Active Individual LP means each of the Individual Limited Partners that is an Executive Managing Director of the General Partner, prior to the Withdrawal or Special Withdrawal of such Individual Limited Partner or such Individual Limited Partner ceasing to be actively involved with the Partnership and its Affiliates due to death or Disability. Additional Limited Partner has the meaning specified in Section 3.2(a). Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such Fiscal Year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such Fiscal Year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partners Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Section 5.2(b)(iii). 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, the Person in question. Agreed Value of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the General Partner, without taking into account any liabilities to which such Contributed Property was subject at such time. The General Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property. Agreement means this Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, modified, supplemented or restated from time to time. Appreciation shall mean: (i) with respect to any Existing Class D Common Units, the excess, if any, of the fair market value of the Partnership on the date of a Sale or liquidation over its fair market value on February 28, 2017, and (ii) with respect to any other Units, the excess, if any, of the fair market value of the Partnership on the date of a Sale or liquidation over its fair market value on the date immediately prior to the Issue Date(s) of such Units (as equitably adjusted, in each case, for contributions and distributions that alter the fair market value of the Partnership). Average Share Price for any period shall mean the average closing price on the New York Stock Exchange of one Class A Share for each of the trading days that occur during such period. Book-Tax Disparity means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. Business Day means any day other than Saturday, Sunday or any other day on which commercial banks in the State of New York are authorized or required by law or executive order to remain closed. Capital Account means the capital account maintained for a Partner pursuant to Section 5.2. Capital Contribution means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership pursuant to this Agreement. Carrying Value means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions

Definitions from Agreement of Limited Partnership

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ MANAGEMENT LP, a Delaware limited partnership (the Partnership), is made as of March 1, 2017, by and among Och-Ziff Holding Corporation, a Delaware corporation, as general partner (the Initial General Partner) and the Limited Partners (as defined below).

Definitions. As used herein, the following terms shall have the following meanings: 4Q Distribution Date means the date on which distributions are made by the Operating Group Entities in respect of Common Units with respect to Net Income earned by the Operating Group Entities during the fourth quarter of any Fiscal Year. Act has the meaning specified in the Preamble to this Agreement. Active Individual LP means each of the Individual Limited Partners that is an Executive Managing Director of the General Partner, prior to the Withdrawal or Special Withdrawal of such Individual Limited Partner or such Individual Limited Partner ceasing to be actively involved with the Partnership and its Affiliates due to death or Disability. Additional Limited Partner has the meaning specified in Section 3.2(a). Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such Fiscal Year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such Fiscal Year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partners Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Section 5.2(b)(iii). 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, the Person in question. Agreed Value of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the General Partner, without taking into account any liabilities to which such Contributed Property was subject at such time. The General Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property. Agreement means this Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, modified, supplemented or restated from time to time. Appreciation shall mean: (i) with respect to any Existing Class D Common Units, the excess, if any, of the fair market value of the Partnership on the date of a Sale or liquidation over its fair market value on February 28, 2017, and (ii) with respect to any other Units, the excess, if any, of the fair market value of the Partnership on the date of a Sale or liquidation over its fair market value on the date immediately prior to the Issue Date(s) of such Units (as equitably adjusted, in each case, for contributions and distributions that alter the fair market value of the Partnership). Average Share Price for any period shall mean the average closing price on the New York Stock Exchange of one Class A Share for each of the trading days that occur during such period. Book-Tax Disparity means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. Business Day means any day other than Saturday, Sunday or any other day on which commercial banks in the State of New York are authorized or required by law or executive order to remain closed. Capital Account means the capital account maintained for a Partner pursuant to Section 5.2. Capital Contribution means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership pursuant to this Agreement. Carrying Value means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions

Definitions from Agreement of Limited Partnership

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OZ ADVISORS II LP, a Delaware limited partnership (the Partnership), is made as of March 1, 2017 by and among Och-Ziff Holding LLC, a Delaware limited liability company, as general partner (the Initial General Partner) and the Limited Partners (as defined below).

Definitions. As used herein, the following terms shall have the following meanings: 4Q Distribution Date means the date on which distributions are made by the Operating Group Entities in respect of Common Units with respect to Net Income earned by the Operating Group Entities during the fourth quarter of any Fiscal Year. Act has the meaning specified in the Preamble to this Agreement. Active Individual LP means each of the Individual Limited Partners that is an Executive Managing Director of the General Partner, prior to the Withdrawal or Special Withdrawal of such Individual Limited Partner or such Individual Limited Partner ceasing to be actively involved with the Partnership and its Affiliates due to death or Disability. Additional Limited Partner has the meaning specified in Section 3.2(a). Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such Fiscal Year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such Fiscal Year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partners Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Section 5.2(b)(iii). 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, the Person in question. Agreed Value of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the General Partner, without taking into account any liabilities to which such Contributed Property was subject at such time. The General Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property. Agreement means this Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, modified, supplemented or restated from time to time. Appreciation shall mean: (i) with respect to any Existing Class D Common Units, the excess, if any, of the fair market value of the Partnership on the date of a Sale or liquidation over its fair market value on February 28, 2017, and (ii) with respect to any other Units, the excess, if any, of the fair market value of the Partnership on the date of a Sale or liquidation over its fair market value on the date immediately prior to the Issue Date(s) of such Units (as equitably adjusted, in each case, for contributions and distributions that alter the fair market value of the Partnership). Average Share Price for any period shall mean the average closing price on the New York Stock Exchange of one Class A Share for each of the trading days that occur during such period. Book-Tax Disparity means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. Business Day means any day other than Saturday, Sunday or any other day on which commercial banks in the State of New York are authorized or required by law or executive order to remain closed. Capital Account means the capital account maintained for a Partner pursuant to Section 5.2. Capital Contribution means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership pursuant to this Agreement. Carrying Value means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions

DEFINITIONS from License Development and Commercialization

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

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

Definitions

The purposes of the CMS Energy Deferred Salary Savings Plan (the Plan) are to provide key management employees the opportunity to defer additional compensation in excess of the limitations on contributions imposed on the Savings Plan for Employees of Consumers Energy and other CMS Energy Companies due to the application of various laws and regulations including the limitations of Code Section 401(a)(17), 402(g) or 415(c)(1)(A) and to provide those employees with employer matching contributions equal to the matching contributions that would have been made by the Company on their behalf under the Savings Plan. Further, Additional Deferrals are also permitted to assist employees in meeting their financial goals. This plan is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees.

Definitions. Whenever used in this Plan, the following terms shall have the respective meanings set forth below, unless the context indicates otherwise: Account or Account Balance The notional amount credited to a Participant or beneficiary in accordance with the provisions of this Plan. Additional Deferral The amount deferred by a Participant in accordance with Section 3.3. Code The Internal Revenue Code of 1986, as amended. Company CMS Energy Corporation and its subsidiaries which are directly or indirectly owned 80% or greater. For purposes of determining a Separation from Service from the Company, the Company shall include the CMS Energy Corporation and all persons or entities that would be considered a single employer under Code Section 414(b) or Section 414(c), using for such purposes a 50 percent standard, instead of an 80 percent standard, under such provisions. Compensation A Participants regular salary from an Employer, before any adjustment for Deferrals under this Plan or any other deferred compensation plan of the Company, the Savings Plan, Code Section 125 plans, or deductions for taxes or other withholdings, but excluding any bonus, imputed income, incentive or other premium pay. For purposes of determining Deferrals, Compensation for a Plan Year does not include any amounts paid in the Plan Year that are attributable to services performed by the Participant in an earlier Plan Year, except to the extent permitted by Code Section 409A. Deferrals Amounts deferred by a Participant pursuant to Section 3. Employee Any person, employed by an Employer and on the payroll and employment records system as an employee, excluding consultants, advisors and independent contractors, whose Compensation, when annualized, exceeds the Threshold Limit. Employer The entity within the Company that employs the Participant. Employer Matching Amounts Money or property added to the Participants account as provided in Section 3.2. Participant Any Employee who meets the eligibility requirements of the Plan, who elects to enroll under the Plan, and for whom Deferrals are currently being made under the Plan or for whom Deferrals were previously made under the Plan which have not been distributed. Payment Event The time when the Participant may receive the benefits deferred under the Plan as described in Section 6.2. Payment Term The form and duration of any payment to a participant or beneficiary as described in Section 6.2. Plan Administrator The Benefit Administration Committee as selected by the Chief Executive Officer and Chief Financial Officer of the Company to manage the plan. Plan Record Keeper The person(s) or entity named as such by the Plan Administrator. Plan Year January 1 to December 31 of a calendar year. Savings Plan The Savings Plan for Employees of Consumers Energy and other CMS Energy Companies. Separation from Service Means the Employee retires or otherwise has a separation from service from the Company as defined under Code Section 409A and any applicable regulations. The Plan Administrator will determine, consistent with the requirements of Code Section 409A and any applicable regulations, to what extent a person on a leave of absence, including on paid sick leave pursuant to Company policy, has incurred a Separation from Service. Notwithstanding the above, a Separation from Service will occur consistent with the requirement of Code Section 409A when it is reasonably anticipated that the future level of bona fide services provided by the Employee (whether as an employee or as an independent contractor) will be no more than 45% of the average level of bona find services performed by the Employee (whether as an employee or as an independent contractor) over the immediately preceding 36 month period (or the full period of services, if less than 36 months). Threshold Limit The amount as determined by the Secretary of the Treasury above which annual compensation is disregarded for qualified plans. As of January 1, 2016, the Threshold Limit was $265,000.

Definitions from Management Agreement

THIS SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT made effective as of April 21, 2017 (the Effective Date), by and among HERITAGE FIELDS EL TORO, LLC, a Delaware limited liability company (Owner), FIVE POINT COMMUNITIES MANAGEMENT, INC., a Delaware corporation (Manager), for the purpose of Section 4.8 only, FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (the Operating Company) and, for the purpose of Sections 4.7 and 4.8 only, FIVE POINT COMMUNITIES, LP, a Delaware limited partnership (the Manager Partnership). Manager and Owner are sometimes referred to each as a Party and collectively as the Parties.

Definitions. The following terms, when used in this Agreement, shall have the respective meanings indicated: Affiliate shall mean, with respect to the Person in question, any other Person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with the Person in question. In no event shall Owner and Manager be deemed Affiliates of one another for purposes of this Agreement. Affiliate Party shall mean, with respect to a Person: (a) any Person directly or indirectly owning or holding ten percent (10%) or more of the outstanding voting securities or other equity ownership interests of such Person; (b) any Person ten percent (10%) or more of whose outstanding securities or other equity ownership interests are directly or indirectly owned or held by such Person; (c) any Person Controlling, Controlled by or under common Control with such Person; (d) any officer, director, employee, member or partner of such Person; (e) if such Person is an officer, director, employee, member or partner, any Entity for which such Person acts in any such capacity; and (f) any sibling, direct descendant (including adopted children or grandchildren), parent, grandparent or spouse of such Person, or any trust or limited partnership created solely for the benefit of any such Person. In all events, CEO and Manager shall be considered Affiliate Parties of one another and Lennar and Manager shall be considered Affiliate Parties of one another. Notwithstanding the foregoing, in no event shall Owner and Manager be deemed Affiliate Parties of one another for purposes of this Agreement. Affiliate Property Transfer means any Property Transfer that is not a Non-Affiliate Property Transfer. Agreement shall mean this Second Amended and Restated Development Management Agreement, together with all Exhibits, as the same (including such Exhibits) may be amended and/or restated from time to time in accordance with the terms hereof. Amended and Restated Development Agreement shall mean that certain Amended and Restated Development Agreement by and between Owner and the City of Irvine, dated as of December 27, 2010, recorded in the official records of Orange County, California, as amended or supplemented from time to time. Amended and Restated Master Implementation Agreement shall mean that certain Amended and Restated Master Implementation Agreement by and between Owner and the City of Irvine, dated as of December 27, 2010, as recorded in the official records of the Orange County, California recorder. Annual Budget shall have the meaning set forth in the JV Agreement. Approved Budget shall mean, at the time in question, the Annual Budget set forth in the Approved Business Plan in effect at such time. Approved Business Plan shall mean any Business Plan and any Revised Business Plan Approved by Owner in accordance with the terms hereof, as the same may be modified (or further modified) from time to time in accordance with the terms hereof. The Approved Business Plan for Fiscal Year 2017 was approved by written consent of the Members, dated April 21, 2017. Approved by Owner and Approval by Owner (and words of similar import) shall have the meaning set forth in Section 2.5. Approved Costs shall have the meaning set forth in Section 4.5. Approved Project Team Budget shall mean, for any Fiscal Year, a Project Team Budget Approved by Owner in accordance with the terms hereof, as the same may be modified by any Revised Project Team Budget Approved by Owner in accordance with the terms hereof, for such Fiscal Year. The Approved Project Team Budget for Fiscal Year 2017 is included within the Approved Business Plan. The Project Team Budget shall be a component of the Approved Budget. Architect shall mean any licensed architect, engineer, architectural firm or engineering firm engaged by Owner in accordance with the terms hereof to assist with respect to all or any portion of the Project. Audited Financial Statements shall have the meaning set forth in Section 5.2(a). Available Cash shall have the meaning set forth in the JV Agreement. Available Insurance Proceeds shall have the meaning set forth in Section 7.4(a). Available Insurance Proceeds Amount shall have the meaning set forth in Section 7.4(a). Bankruptcy shall mean, with respect to the affected party: (i) the entry of an Order for Relief under the Bankruptcy Code; (ii) the admission by such party in writing of its inability to pay its debts as they mature; (iii) the making by it of an assignment for the benefit of creditors; (iv) the filing by it of a petition in bankruptcy or a petition for relief under the Bankruptcy Code or any other applicable federal or state bankruptcy or insolvency statute or any similar Law; (v) the expiration of sixty (60) days after the filing of an involuntary petition under the Bankruptcy Code or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal or state insolve

DEFINITIONS from Deferred Compensation Plan

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

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

DEFINITIONS from Collaboration and License Agreement

This DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT (together with the exhibits hereto, this Agreement) is entered into on this 27th day of May, 2016 (the Effective Date), by and between NESTEC S.A., with a place of business at Avenue Nestle 55, 1800 Vevey, Switzerland (NESTEC) and DBV TECHNOLOGIES, S.A., with a place of business at 177-181 avenue Pierre Brossolette 92120 Montrouge France (DBV). NESTEC and DBV may each be referred to herein individually as a Party and collectively as the Parties.

DEFINITIONS. The following terms as used in this Agreement shall have the meanings set forth in this ARTICLE I: 1.1 Acquirer means, any Third Party (together with its Affiliates but excluding DBV and DBVs Affiliates) that after the Effective Date either (a) acquires the control (within the meaning of article L.233-3 of the French Code de commerce) of DBV, or (b) acquires all or substantially all of DBVs assets or business going concern, in each (a) or (b) cases by any means whatsoever, securities purchase, merger, consolidation, contribution, spin off, sale of assets or business going concern, or transfer to a trust (fiducie). 1.2 Affiliate means, with respect to a particular Person, any other Person that directly or indirectly is controlled by, controls or is under common control with such Person as defined in article L. 233-3 of the French Code de commerce. 1.3 Anti-Bribery Laws means the US Foreign Corrupt Practices Act, as amended (15 U.S.C. SSSS 78dd-1, et. seq.), the United Kingdom Bribery Act 2010 and all other similar laws throughout the Territories for prevention of providing inducements to government officials to obtain or retain business or gain an improper advantage. 1.4 Biosimilar/Generic Product means a diagnostic test for CMPA which (i) is identical or highly similar to the Licensed Product known as a reference product, and has no clinically meaningful differences in terms of safety and effectiveness from the reference product, (ii) is registered and commercialized by a Third Party without any license or right by NESTEC, its Affiliates or Sublicensees, and (iii) is approved for use pursuant to a regulatory approval process governing approval of generic, interchangeable or biosimilar biologics based on the then-current standards for regulatory approval, whether or not such regulatory approval was based upon clinical data generated by the Parties pursuant to this Agreement or was obtained using an abbreviated, expedited or other process. 1.5 Business Day means a day other than Saturday, Sunday or other day on which commercial banks in Paris, France and in Vevey, Switzerland, are generally closed. 1.6 Calendar Quarter means the successive periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31, for so long as this Agreement is in effect. 1.7 Calendar Year means any year beginning on January 1 and ending on December 31 of such year. 1.8 Clinical Trial means a clinical study conducted on certain numbers of human subjects (depending on the phase of the trial) that is designed to (a) establish that a product for the diagnosis of human diseases and conditions is reasonably safe for continued testing, (b) investigate the safety and efficacy of the product for its intended use, and to define warnings, precautions and adverse reactions that may be associated with the product in the dosage range to be prescribed, and/or (c) support Regulatory Approval of such product or label expansion of such product, in accordance with 21 CFR Part 56, 21 CFR Part 50 and 21 CFR Part 812 and the equivalent requirements of a Regulatory Authority outside of the United States. 1.9 CMC or Chemistry and Manufacturing Control means pharmaceutical development covering all chemistry, manufacturing and controls activities, including manufacturing process scale up (including without limitation, registration batches/process validation, engineering studies qualification and validation, process validation, characterization and stability, scale and technology transfer to contract manufacturing organizations), analytical methods, qualification and validation activities, quality assurance/quality control development. [***] = CONFIDENTIAL TREATMENT REQUESTED 1.10 CMP means the following cows milk proteins: [***]. 1.11 CMPA means cows milk protein allergy. 1.12 Commercialization means all activities related to the commercial exploitation of products for the diagnosis of human diseases and conditions, including importation, exportation, marketing, promotion, distribution, pre-launch, launch, sale, and offering for sale of such products, but excluding Manufacturing and Development activities, as well as any Clinical Trials. When used as a verb, Commercialize or Commercializing means to engage in Commercialization. 1.13 Commercialization Plan has the meaning set forth in Section 6.2.1. 1.14 Commercially Reasonable Efforts means: 1.14.1 with respect to the obligations of a Party under this Agreement relating to Development or Commercialization activities, the level of efforts and expenditure of resources required to carry out such obligation in a sustained manner consistent with the efforts and resources such Party typically devotes to a product of similar market potential, resulting from its own research efforts or development and commercialization collaborations for which it is responsible, at a similar stage in its development or product life, and using commercially reasonable financial resources and ma