Receiving Party Uses in DEFINITIONS Clause

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 Option and License Agreement

This STRATEGIC COLLABORATION, OPTION AND LICENSE AGREEMENT (this Agreement) is entered into as of October 26, 2015 (the Effective Date) by and between, on the one hand, VERTEX PHARMACEUTICALS INCORPORATED, a corporation organized and existing under the laws of The Commonwealth of Massachusetts (Vertex Parent), and VERTEX PHARMACEUTICALS (EUROPE) LIMITED, a private limited liability company organized under the laws of England and Wales (Vertex UK and, together with Vertex Parent, Vertex) and, on the other hand, CRISPR THERAPEUTICS AG, a corporation organized under the laws of Switzerland (CRISPR AG), CRISPR THERAPEUTICS, INC., a corporation organized under the laws of the state of Delaware (CRISPR Inc.), CRISPR THERAPEUTICS LIMITED, a corporation organized under the laws of England and Wales (CRISPR UK) and TRACR HEMATOLOGY LTD, a UK limited company (Tracr and together with CRISPR AG, CRISPR Inc. and CRISPR UK CRISPR). Vertex and CRISPR each may be referred to herein individually as a P

DEFINITIONS. For purposes of this Agreement, the following capitalized terms will have the following meanings: 1.1 Acceptance means, with respect to an Approval Application filed for a Product, (a) in the United States, the receipt of written notice from the FDA that such Approval Application is officially filed or (b) in the European Union, the receipt of written notice of acceptance by the EMA of such Approval Application for filing under the centralized European [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. procedure in accordance with any feedback received from EU Regulatory Authorities; provided that if the centralized filing procedure is not used, then Acceptance will be determined upon the acceptance of such Approval Application by the applicable Regulatory Authority in a Major Market Country in the EU. 1.2 Additional Research has the meaning set forth in Section 2.12. 1.3 Additional Research Budget has the meaning set forth in Section 2.12. 1.4 Additional Research Plan has the meaning set forth in Section 2.12. 1.5 Adverse Event has the meaning set forth in the Applicable Law for such term (or comparable term), and will generally mean any untoward medical occurrence in a subject in any Clinical Trial who has received a Licensed Agent or Product, medical device or placebo, and which does not necessarily have a causal relationship with such Licensed Agent, Product, medical device or placebo, including any unfavorable and unintended sign (including an abnormal laboratory finding), symptom or disease temporally associated with the use of the applicable Licensed Agent or Product, whether or not related to such Licensed Agent or Product. 1.6 Affiliate means, as of any point in time and for so long as such relationship continues to exist with respect to any Person, any other Person that controls, is controlled by or is under common control with such Person. A Person will be regarded as in control of another Person if it (a) owns or controls more than 50% of the equity securities of the subject Person entitled to vote in the election of directors (or, in the case of a Person that is not a corporation, for the election of the corresponding managing authority); provided, however, that the term Affiliate will not include subsidiaries or other entities in which a Person owns a majority of the ordinary voting power necessary to elect a majority of the board of directors or other governing board, but is restricted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in effect, or (b) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of an such Person (whether through ownership of securities or other ownership interests, by contract or otherwise). 1.7 Agreement has the meaning set forth in the Preamble. 1.8 Agreement Term means the period commencing on the Effective Date and ending on the expiration of this Agreement pursuant to Section 11.1, unless terminated earlier as provided herein. 1.9 Alliance Manager has the meaning set forth in Section 3.4.1. 1.10 Applicable Law means all applicable laws, statutes, rules, regulations and other pronouncements having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision, agency or other body, domestic or foreign, including any applicable rules, regulations, guidelines, or other requirements of the Regulatory Authorities that may be in effect from time to time. 1.11 Approval Application means a BLA, NDA or similar application or submission for a Product filed with a Regulatory Authority in a country or group of countries to obtain marketing approval for a biological or pharmaceutical product in that country or group of countries. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.12 Audited Party has the meaning set forth in Section 7.9. 1.13 Auditing Party has the meaning set forth in Section 7.9. 1.14 Available has the meaning set forth in Section 1.34. 1.15 BLA means a Biological License Application that is submitted to the FDA for marketing approval for a Licensed Agent or Product pursuant to 21 C.F.R. SS 601.2. 1.16 [***]. 1.17 [***]. 1.18 Breaching Party means the Party that is believed by the other Party to be in material breach of this Agreement. 1.19 Business Day means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in Boston, Massachusetts are authorized or obligated to close. 1.20 Calendar Quarter means the respective periods of three consecutive calendar months ending on March 31, June

Definitions from License Agreement

THIS LICENSE AGREEMENT (this "Agreement") is dated as of December 18, 2015 (the "Effective Date") by and between Fortress Biotech, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 ("FBIO"), and Cephalon, Inc. a Delaware corporation having its place of business at 41 Moores Road, Frazier, PA 19355 ("Cephalon"). FBIO, on the one hand, and Cephalon, on the other hand, shall each be referred to herein as a "Party" or, collectively, as the "Parties."

Definitions. FBIO and Cephalon each recognizes that during the Term, a Party (the "Disclosing Party") may disclose or provide Confidential Information (as defined herein) to the other Party (the "Receiving Party"). The disclosure and use of Confidential Information shall be governed by the provisions of this Article VII. Neither FBIO nor Cephalon shall use the other's Confidential Information except as expressly permitted in this Agreement. For purposes of this Agreement, "Confidential Information" means all confidential or proprietary information (including information relating to the business, operations and products of a Party or any of its Affiliates), including Third Party information, disclosed or provided by the Disclosing Party to the Receiving Party or its Affiliates or Sublicensees, regardless of whether any of the foregoing are marked "confidential" or "proprietary" or communicated to the other by the disclosing Party or its Affiliates in oral, written, graphic, or electronic form.

Definitions from License Agreement

THIS LICENSE AGREEMENT (the "Agreement") is dated as of March 2, 2015 (the "Effective Date") by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 ("CTI"), and Dana-Farber Cancer Institute, Inc. located at 450 Brookline Ave., Boston, MA 02115 ("DFCI"). CTI, on the one hand, and DFCI, on the other hand, shall each be referred to herein as a "Party" or, collectively, as the "Parties."

Definitions. CTI and DFCI each recognizes that during the Term, it may be necessary for a Party (the "Disclosing Party") to provide Confidential Information (as defined herein) to another Party (the "Receiving Party") that is highly valuable, the disclosure of which would be highly prejudicial to such Party. The disclosure and use of Confidential Information shall be governed by the provisions of this Article VII. Neither CTI nor DFCI shall use the other's Confidential Information except as expressly permitted in this Agreement. For purposes of this Agreement, "Confidential Information" means all information (including information relating to the business, operations and products of a Party or any of its Affiliates) disclosed by the Disclosing Party to the Receiving Party and which reasonably ought to have been understood to be confidential and/or non-public information at the time disclosed to the Receiving Party, or which is designated in writing by the Disclosing Party as "Confidential" (or equivalent), or which when disclosed orally to the Receiving Party is declared to be confidential by the Disclosing Party and is so confirmed in a writing delivered to the Receiving Party within 30 days after such oral disclosure, including but not limited to any technical information, Know-How, trade secrets, or inventions (whether patentable or not), that such Party discloses to another Party under this Agreement, or otherwise becomes known to another Party by virtue of or that relates to this Agreement. Obligation. DFCI and CTI agree that they will disclose the other Party's Confidential Information to its own (or its respective Affiliate's, or with respect to CTI, its Sublicensees') officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other's prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non- disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other's request, shall return or destroy (at Disclosing Party's discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party's computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

DEFINITIONS from Manufacturing and Supply Agreement

THIS API MANUFACTURING AND SUPPLY AGREEMENT (the Agreement) is entered into as of , 2015 (the Effective Date) by and between Cempra Pharmaceuticals, Inc., a company organized under the laws of Delaware, USA with a place of business at 6340 Quadrangle Drive, Suite 100, Chapel Hill, NC 27517, USA (Cempra), and FUJIFILM FINECHEMICALS CO., LTD., a company organized under the laws of Japan with a place of business at 2-3, Higashiyawata 5-chome, Hiratsuka, Kanagawa 254-0016, Japan (FFFC). Cempra and FFFC may be referred to herein individually as a Party, and collectively as the Parties.

DEFINITIONS. The following capitalized words and phrases when used in this Agreement shall have the meaning provided in this Section 1. 1.1 Acceptance Tests means the specific tests to be used to determine whether API manufactured by FFFC conforms to the API Specifications, which tests shall be established (and amended from time to time if required) in writing by Cempra in consultation with FFFC. 1.2 Affiliate means, with respect to a particular Party, any corporation, organization, or other business entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party. The term control (including, with correlative meaning, the terms controlled by and under common control with), as used in this Section 1.2, means the possession of the power to direct, or cause the direction of, the management and business of the applicable corporation, organization, or other business entity, whether through the ownership or control of voting securities (or their voting power) or by contract, or court order, or otherwise. 1.3 API means the active pharmaceutical ingredient known as solithromycin as further described in Exhibit A of this Agreement (Solithromycin). 1.4 API Improvements means inventions, discoveries know-how or improvements specifically related to API or API Manufacturing Procedures (including analytical methods, manufacturing processes and packaging) that FFFC invents, develops, creates, discovers, conceives, or reduces to practice, in connection with or arising from its activities under this Agreement. 1.5 API Manufacturing Procedures means the specific methods, techniques, processes and standard operating procedures (including Quality Control Procedures) that are to be used by FFFC (or any of its Affiliates or subcontractors) in manufacturing the API under this Agreement in accordance with the API Specifications. 1.6 API Specifications mean the specifications, characteristics, qualities and labeling and packaging requirements established by Cempra in writing for API, with which API must conform (including release criteria and associated analytical methods), as such may be amended from time to time under the terms of this Agreement. The API Specifications shall be attached to this Agreement as Exhibit B. 1.7 Applicable Laws means collectively all laws, regulations, ordinances, decrees, judicial and administrative orders, policies and other requirements of any applicable Regulatory Authority that cover or apply to the manufacture, supply, or distribution of API for use in human pharmaceuticals, including the FD&C Act and the regulations administered by the FDA (including 21 C.F.R. Parts 11, 210 and 211), any equivalent laws, rules, and regulations in the Territory, and the following to the extent not in conflict with any laws or regulations that are issued or enforced by the FDA, MHLW, and other Regulatory Authorities as in effect during the provision of and applicable to API Manufacturing and other services provided by FFFC hereunder: (a) USP/NF/EP and other applicable compendia standards; (b) guidance documents (including Guidelines, Points to Consider, Inspection Technical Guides, International Conference on Harmonization Step 4 and 5 documents); and (c) cGMP. 1.8 Batch means the total amount of Intermediate or API manufactured in one particular production run conducted by FFFC (or any of its Affiliates or subcontractors) for manufacturing API. 1.9 Batch Record means, with respect to a particular production run conducted by FFFC for manufacturing one Batch of Intermediate or API, the completed manufacturing records, in the form of an executed Master Batch Record, for such production run containing all the relevant manufacturing details and information for the run, including quality control information and any deviations, and reviewed and approved by Quality Assurance. 1.10 Cempra Licensed Patents means those Patents in the Territory listed on Exhibit C attached hereto and any Patents in the Territory claiming priority to such Patents that are Controlled by Cempra. 1.11 Certificate of Analysis means a written document, for example in the form set forth in Exhibit D of this Agreement, which confirms that the quantity of the API manufactured and delivered by FFFC has been tested in accordance with the applicable Acceptance Tests and meets the API Specifications. The Certificate of Analysis will include the results of all Acceptance Tests performed by FFFC or, to the extent permitted by this Agreement, on behalf of FFFC by qualified Third Party subcontractors on the particular Batch of API. 1.12 Certificate of Compliance means a document, in a form acceptable to Cempra, from FFFC that approves the release of API to Cempra and certifies that the manufacturing and supply of the API has been performed in compliance with all Applicable Laws, including cGMP requirements. 1.13 CMC means the Chemistry, Manufacturing and Controls sections of any Regulatory Submission (including an IND, DMF, NDA,

Definitions from License Agreement

THIS LICENSE AGREEMENT (the "Agreement") is dated as of March 2, 2015 (the "Effective Date") by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 ("CTI"), and Dana-Farber Cancer Institute, Inc. located at 450 Brookline Ave., Boston, MA 02115 ("DFCI"). CTI, on the one hand, and DFCI, on the other hand, shall each be referred to herein as a "Party" or, collectively, as the "Parties."

Definitions. CTI and DFCI each recognizes that during the Term, it may be necessary for a Party (the "Disclosing Party") to provide Confidential Information (as defined herein) to another Party (the "Receiving Party") that is highly valuable, the disclosure of which would be highly prejudicial to such Party. The disclosure and use of Confidential Information shall be governed by the provisions of this Article VII. Neither CTI nor DFCI shall use the other's Confidential Information except as expressly permitted in this Agreement. For purposes of this Agreement, "Confidential Information" means all information (including information relating to the business, operations and products of a Party or any of its Affiliates) disclosed by the Disclosing Party to the Receiving Party and which reasonably ought to have been understood to be confidential and/or non-public information at the time disclosed to the Receiving Party, or which is designated in writing by the Disclosing Party as "Confidential" (or equivalent), or which when disclosed orally to the Receiving Party is declared to be confidential by the Disclosing Party and is so confirmed in a writing delivered to the Receiving Party within 30 days after such oral disclosure, including but not limited to any technical information, Know-How, trade secrets, or inventions (whether patentable or not), that such Party discloses to another Party under this Agreement, or otherwise becomes known to another Party by virtue of or that relates to this Agreement. Obligation. DFCI and CTI agree that they will disclose the other Party's Confidential Information to its own (or its respective Affiliate's, or with respect to CTI, its Sublicensees') officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other's prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non- disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other's request, shall return or destroy (at Disclosing Party's discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party's computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Definitions from Rights Agreement

This Rights Agreement (this Agreement) dated as of May 9, 2016 is between Tribune Publishing Company, a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Definitions. For purposes of this Agreement, the following terms have the meanings indicated: 1.1 Acquiring Person means any Person (other than an Exempt Person) who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant to the terms of any such employee benefit plan, (v) any Person who or which, together with all Affiliates and Associates of such Person, would be an Acquiring Person solely by reason of being the Beneficial Owner of Common Shares, the Beneficial Ownership of which was acquired by such Person (together with all Affiliates and Associates of such Person) pursuant to any action or transaction or series of related actions or transactions approved by the Board of Directors before such Person (together with all Affiliates and Associates of such Person) otherwise became an Acquiring Person (such Person described in this clause (v), an Approved Stockholder); provided, however, that if an Approved Stockholder becomes, after the Record Date, the Beneficial Owner of additional Common Shares (other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such Person) at any time such that the Approved Stockholder is or thereby becomes the Beneficial Owner of 20% or more of the Common Shares then outstanding, then such Approved Stockholder shall be deemed an Acquiring Person; provided, however, that upon the first decrease of an Approved Stockholders Beneficial Ownership below 20%, such Approved Stockholder shall no longer be considered an Approved Stockholder and this clause (v) shall have no further force or effect with respect to such Approved Stockholder. Notwithstanding the foregoing, no Person shall become an Acquiring Person as the result of an acquisition of Common Shares by the Company (or other reduction in the number of issued and outstanding Common Shares pursuant to a transaction or series of related transactions approved by the Board of Directors) which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% (or such other percentage as would otherwise result in such Person becoming an Acquiring Person) or more of the Common Shares of the Company then outstanding; provided, however, that if a Person would, but for the provisions of this paragraph, become an Acquiring Person by reason of an acquisition of Common Shares by the Company (or such other reduction) and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company at any time such that the Person is or thereby becomes the Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding (other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such Person), then such Person shall be deemed to be an Acquiring Person. Notwithstanding the foregoing paragraphs of this Section 1, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an Acquiring Person, has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, then such Person shall not be deemed to have become an Acquiring Person for any purposes of this Agreement. Notwithstanding the foregoing, if a bona fide swaps dealer who would otherwise be an Acquiring Person has become so as a result of its actions in the ordinary course of its business that the Board of Directors of the Company determines, in its sole discretion, were taken without the intent or effect of evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management or policies of the Company, then, and unless and until the Board of Directors shall otherwise determine, such Person shall not be deemed to be an Acquiring Person for any purposes of this Agreement. 1.2 Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement. 1.3 A Person shall be deemed the Beneficial Owner of, shall be deemed to beneficially own and shall be deemed to have Beneficial Ownership of, any securities: 1.3.1 which such Person or any of such Persons Affiliates or Associates beneficially owns, directly or indirectly; 1.3.2 which such Person or any of such Persons Affiliates or Associates has (i) the right or the obligation to acquire (whether such right is exercisab

Definitions from Agreement

This STOCK PURCHASE AGREEMENT, dated as of February 24, 2016 (this Agreement), is entered into by and between Dynegy Inc., a Delaware corporation (Dynegy), and Terawatt Holdings, LP, a Delaware limited partnership (Purchaser and together with Dynegy, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated below: Action means any claim, action, suit, arbitration, inquiry, grievance, proceeding, hearing, investigation, or administrative decision-making or rulemaking process. Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, controlling, controlled by and under common control with) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, (a) GDF Suez Energy North America, Inc. and its Subsidiaries shall not be deemed to be Affiliates of either Party and (b) Dynegy and Purchaser shall not be deemed to be Affiliates of each other. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Beneficially Own means, with respect to any securities, having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act as in effect on the date hereof and shall include securities that are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterpartys Affiliates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such Person or any of such Persons Affiliates is a Receiving Party; provided, however, that the number of shares of Common Stock that a Person is deemed to be the beneficial owner of, or to beneficially own, in connection with a particular Derivatives Contract shall not exceed the number of Notional Common Shares with respect to such Derivatives Contract; provided, further, that the number of securities beneficially owned by each Counterparty (including its Affiliates) under a Derivatives Contract shall be deemed to include all securities that are beneficially owned, directly or indirectly, by any other Counterparty (or any of such other Counterpartys Affiliates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterpartys Affiliates) is a Receiving Party, with this provision being applied to successive Counterparties as appropriate. Similar terms such as Beneficial Ownership and Beneficial Owner shall have the corresponding meanings. Beneficial Owner or Beneficial Ownership shall have the meanings specified in the definition of Beneficially Owns. Board means the Board of Directors of Dynegy or any duly authorized committee thereof. Business Day means any day other than a Saturday, a Sunday or any federal holiday or day on which banking institutions in the State of Texas or New York, New York are authorized or required by Law or other governmental action to close. Closing shall have the meaning specified in Section 2.02. Closing Date shall have the meaning specified in Section 2.02. Commercially Reasonable Efforts shall have the meaning specified in the Delta Agreement. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of Dynegy, par value $0.01 per share. Contract means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral. Controlled Affiliate means (a) Energy Capital Partners III, LLC and (b) any Subsidiary of Energy Capital Partners III, LLC. Counterparty shall have the meaning specified in the definition of Derivatives Contract. Deductible shall have the meaning specified in Section 6.05(c)(ii)(1). Defaulting Sponsor shall have the meaning specified in the Interim Sponsors Agreement. Delta JV shall have the meaning specified in the recitals to this Agreement. Delta Agreement shall have the meaning specified in the recitals to this Agreement. Delta Closing shall have the meaning given to the term Closing in the Delta Agreement. Delta Documents shall mean (a) the Interim Sponsors Agreement, (b) the Transaction Agreements (as such term is defined in the Interim Sponsors Agreement), (c) the Amended and Restated Limited Liability Company Agreement of the Delta JV to be entered into as contemplated by the Interim Sponsors Agreement, (d) the Transaction Documents and (e) any other agreements delivered in connection with the consummation of the transactions contemplated by the foregoing Contracts. Delta Purchaser shall have the meaning specified in the recitals to this Agreement. Derivatives Contract means a contract between two parties (the Receiving Party and the Counterparty) that is designed to produce economic benefits and risks to the Receiving Party that correspond substantia

DEFINITIONS from Cross License Agreement

GCP Applied Technologies Inc., a corporation organized and existing under the laws of Delaware, USA having an office at 62 Whittemore Ave., Cambridge, MA 02140-1623 (hereinafter referred to as "GCP");

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of said person, whether through ownership of Voting Securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business entity.1.02"Background Information" shall mean GCP Background Information or Grace Background Information, as applicable.1.03"Background Patent Rights" shall mean GCP Background Patent Rights or Grace Background Patent Rights, as applicable.1.04"Confidential Information" with respect to a designated Party ("Disclosing Party"), shall mean any and all Background Information of the Disclosing Party made available and disclosed by it, directly or indirectly, to the other Party ("Receiving Party") pursuant to the provisions of this Agreement, except:(a)Background Information which at the time of disclosure is in the public domain;(b)Background Information which after disclosure is published or otherwise becomes part of the public domain through no fault of the Receiving Party (but only after it becomes part of the public domain);(c)Background Information which the Receiving Party can show was in its possession at the time of disclosure hereunder and which the Receiving Party, without breach of any obligation, is free to disclose to others;(d)Background Information which is received by the Receiving Party after the time of disclosure hereunder from a third party who did not acquire it, directly or indirectly, from the Disclosing Party under any obligation of confidence and which the Receiving Party without breach of any obligation is free to disclose to others; (e)Background Information which is disclosed in a non-confidential manner by the Receiving Party under operation of, or pursuant to, any law, governmental regulation, or court or administrative order or subpoena, provided said Receiving Party first gives the Disclosing Party notice and uses all reasonable efforts to secure confidential protection of such Background Information; or(f)Background Information which is independently developed by an employee or employees of the Receiving Party or its Affiliates who at the time of such independent development did not have access to Background Information disclosed hereunder.For the purposes of this definition, specific disclosures made by a Disclosing Party to a Receiving Party hereunder, e.g. 640deg-650degF., shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because they are embraced by general disclosures, e.g. 600-700degF., in the public domain or in the possession of the Receiving Party. In addition, any combination of features disclosed by a Disclosing Party to a Receiving Party hereunder shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because individual features are separately in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Receiving Party.1.05"Construction Product" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the performance, durability, weather-resistance, mechanical strength, stability, fire resistance, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil and/or gas well, construction works, including but not limited to, properties of cement and/or concrete.1.06"Copyrights" shall mean all rights in works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration, and renewals for any of the foregoing.1.07 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.08Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemic

DEFINITIONS from Cross License Agreement

GCP Applied Technologies Inc., a corporation organized and existing under the laws of Delaware, USA having an office at 62 Whittemore Ave., Cambridge, MA 02140-1623 (hereinafter referred to as "GCP");

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of said person, whether through ownership of Voting Securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business entity.1.02"Background Information" shall mean GCP Background Information or Grace Background Information, as applicable.1.03"Background Patent Rights" shall mean GCP Background Patent Rights or Grace Background Patent Rights, as applicable.1.04"Confidential Information" with respect to a designated Party ("Disclosing Party"), shall mean any and all Background Information of the Disclosing Party made available and disclosed by it, directly or indirectly, to the other Party ("Receiving Party") pursuant to the provisions of this Agreement, except:(a)Background Information which at the time of disclosure is in the public domain;(b)Background Information which after disclosure is published or otherwise becomes part of the public domain through no fault of the Receiving Party (but only after it becomes part of the public domain);(c)Background Information which the Receiving Party can show was in its possession at the time of disclosure hereunder and which the Receiving Party, without breach of any obligation, is free to disclose to others;(d)Background Information which is received by the Receiving Party after the time of disclosure hereunder from a third party who did not acquire it, directly or indirectly, from the Disclosing Party under any obligation of confidence and which the Receiving Party without breach of any obligation is free to disclose to others; (e)Background Information which is disclosed in a non-confidential manner by the Receiving Party under operation of, or pursuant to, any law, governmental regulation, or court or administrative order or subpoena, provided said Receiving Party first gives the Disclosing Party notice and uses all reasonable efforts to secure confidential protection of such Background Information; or(f)Background Information which is independently developed by an employee or employees of the Receiving Party or its Affiliates who at the time of such independent development did not have access to Background Information disclosed hereunder.For the purposes of this definition, specific disclosures made by a Disclosing Party to a Receiving Party hereunder, e.g. 640deg-650degF., shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because they are embraced by general disclosures, e.g. 600-700degF., in the public domain or in the possession of the Receiving Party. In addition, any combination of features disclosed by a Disclosing Party to a Receiving Party hereunder shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because individual features are separately in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Receiving Party.1.05"Construction Product" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the performance, durability, weather-resistance, mechanical strength, stability, fire resistance, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil and/or gas well, construction works, including but not limited to, properties of cement and/or concrete.1.06"Copyrights" shall mean all rights in works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration, and renewals for any of the foregoing.1.07 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.08Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemic