Steering Committee Uses in DEFINITIONS Clause

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made as of April 25, 2013, (Effective Date), by and between KINEX PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, USA (Kinex) and ZENRX LIMITED, a corporation existing under the laws of New Zealand and having its principal office at 156 Frederick Street, PO Box 1777, Dunedin 9054, New Zealand (ZenRx).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.2 Affiliate means with respect to a Party (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. 1.3 Agreement Term has the meaning set forth in Section 8.1(a). 1.4 Breaching Party has the meaning set forth in Section 8.2(b). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, (i) that the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the year of execution of this Agreement, the period commencing on the Effective Date and ending on December 31, 2013, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 CFR means the United States Code of Federal Regulations. 1.9 cGMP means current good manufacturing practices. 1.10 Claims has the meaning set forth in Section 9.2. 1.11 Clinical Study(ies) means any clinical study of a Licensed Product conducted on humans. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or pre-launch activities. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential; and for this Agreement, with respect to Regulatory Approval and First Commercial Sale of Licensed Product, means (i) Completion by ZenRx of one or more Clinical Study(ies) in New Zealand with a minimum of eighty *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (80) patients (and projected to be up to one hundred twenty (120) patients for Clinical Studies for both Oraxol and Oratecan) within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), (ii) filing of an application for Regulatory Approval in New Zealand within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), and filing of an application for Regulatory Approval in Australia within 12 months of receiving the US or EU application dossier, (iii) achieving First Comme

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made as of April 25, 2013, (Effective Date), by and between KINEX PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, USA (Kinex) and ZENRX LIMITED, a corporation existing under the laws of New Zealand and having its principal office at 156 Frederick Street, PO Box 1777, Dunedin 9054, New Zealand (ZenRx).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.2 Affiliate means with respect to a Party (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. 1.3 Agreement Term has the meaning set forth in Section 8.1(a). 1.4 Breaching Party has the meaning set forth in Section 8.2(b). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, (i) that the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the year of execution of this Agreement, the period commencing on the Effective Date and ending on December 31, 2013, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 CFR means the United States Code of Federal Regulations. 1.9 cGMP means current good manufacturing practices. 1.10 Claims has the meaning set forth in Section 9.2. 1.11 Clinical Study(ies) means any clinical study of a Licensed Product conducted on humans. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or pre-launch activities. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential; and for this Agreement, with respect to Regulatory Approval and First Commercial Sale of Licensed Product, means (i) Completion by ZenRx of one or more Clinical Study(ies) in New Zealand with a minimum of eighty *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (80) patients (and projected to be up to one hundred twenty (120) patients for Clinical Studies for both Oraxol and Oratecan) within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), (ii) filing of an application for Regulatory Approval in New Zealand within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), and filing of an application for Regulatory Approval in Australia within 12 months of receiving the US or EU application dossier, (iii) achieving First Comme

Definitions from Shared Services Agreement

This Second Amended and Restated Shared Services Agreement is dated as of October 24, 2014 and is made and entered into by and among Momentive Specialty Chemicals Inc., a New Jersey corporation (together with its subsidiaries, either referred to as a Service Provider or Recipient of a specific Service or MSC), Momentive Performance Materials Inc., a Delaware corporation (MPM Inc.), and those direct or indirect subsidiaries of MPM Inc. that are set forth on the signature pages hereto (collectively, either referred to as a Service Provider or Recipient of a specific Service or MPM). Capitalized terms have the meanings set forth in Article I.

Definitions. As used in this Agreement, the following terms have the following meanings unless the context otherwise requires: Actual Cost means, with respect to any period hereunder, one hundred percent (100%) of the actual, out of pocket expenses of a party (including fully burdened employee cost and overhead costs allocated to the relevant cost center in accordance with the historical practices of such party, but specifically excluding any divisional or product or sales-based costs) actually paid or expected to be paid within the three (3) months following such period (without duplication of any Actual Costs previously allocated between the parties), calculated in accordance with the accounting policies, principles, practices and procedures approved, from time to time, by the Steering Committee, caused by, incurred or otherwise arising from or relating to the Services during such period. Affiliate means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by or is under common Control with such Person. For purposes of the foregoing, from and after the Emergence Date, MSC and MPM shall not be considered Affiliates of each other, including due to the provision of Services hereunder. Agreement is defined in the recitals. Allocation Percentage shall mean 57% to MSC and 43% to MPM. Apollo means Apollo Global Management, LLC and its Affiliates. Approved Metrics is defined in Section 5.01(c). Audit Firm is defined in Section 5.06(b). Business Days means all weekdays except those that are official holidays of employees of the United States government. Unless specifically stated as Business Days, a reference in this Agreement to days means calendar days. Capital Expenditure means any expenditure, or series of related expenditures, in excess of $1 million made by either MSC or MPM to the extent in furtherance of the provision of Services under this Agreement that is required to be capitalized in accordance with United States generally accepted accounting principles, as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement. Confidential Information means, as to MSC or MPM, any information and/or materials, including Personal Data, provided to the other in connection with the provision and/or receipt of Services or otherwise hereunder, or created by a party in connection with the performance of its obligations hereunder to the extent such information and/or materials describe the business and legal activities and interests of the other party, in each case, other than any information or materials (i) generally available to the public or otherwise part of the public domain at the time of disclosure to the receiving party, (ii) that become generally available to the public or otherwise part of the public domain after the owner party disclosed such information to the receiving party, other than through any act or omission of the receiving party in breach of Section 13.16, or (iii) independently created or developed by such party without reference to the Confidential Information of the other party. Control means the ability to direct the management and policies of a Person, through ownership of voting shares or other equity rights, pursuant to a written agreement or otherwise. Data Subject means a natural person with whom certain Personal Data is identified or identifiable. Designated MPM Executives means the new interim or permanent executive officers of MPM set forth in Exhibit E hereof, effective from and after the Emergence Date. Designated MSC Executives means, as to any Designated MPM Executive, the equivalent executive officer of MSC (or, if no direct equivalent exists at MSC, the executive officer of MSC performing the function(s) most closely related to those performed by such Designated MPM Executive). Disinterested Director is defined in the Top Holdco Charter. Effective Date is defined in the recitals. Emergence Date means October 24, 2014. Estimated Monthly Allocation Payment is defined in Section 5.03. Event of Default is defined in Section 9.01. Exchange Rate means, with respect to a particular currency for a particular day and a particular party, the rate of exchange used in the preparation of the financial statements of such party for the most recent month for which financial statements are then available. Excluded Costs means, from and after the Emergence Date, the fully burdened employee cost of any Designated MPM Executive, Designated MSC Executive and/or any respective predecessor thereof. Excluded Services means (i) senior executive services and functions of the type performed by any Designated MPM Executive or Designated MSC Executive; and/or (ii) certification of Recipients financial statements or filings under applicable securities laws or the rules and regulations of any securities exchange. First A/R Agreement is defined in the recitals. Functional Services means all Services other than Raw Materials/Logi

Definitions from Shared Services Agreement

This Second Amended and Restated Shared Services Agreement is dated as of October 24, 2014 and is made and entered into by and among Momentive Specialty Chemicals Inc., a New Jersey corporation (together with its subsidiaries, either referred to as a Service Provider or Recipient of a specific Service or MSC), Momentive Performance Materials Inc., a Delaware corporation (MPM Inc.), and those direct or indirect subsidiaries of MPM Inc. that are set forth on the signature pages hereto (collectively, either referred to as a Service Provider or Recipient of a specific Service or MPM). Capitalized terms have the meanings set forth in Article I.

Definitions. As used in this Agreement, the following terms have the following meanings unless the context otherwise requires: Actual Cost means, with respect to any period hereunder, one hundred percent (100%) of the actual, out of pocket expenses of a party (including fully burdened employee cost and overhead costs allocated to the relevant cost center in accordance with the historical practices of such party, but specifically excluding any divisional or product or sales-based costs) actually paid or expected to be paid within the three (3) months following such period (without duplication of any Actual Costs previously allocated between the parties), calculated in accordance with the accounting policies, principles, practices and procedures approved, from time to time, by the Steering Committee, caused by, incurred or otherwise arising from or relating to the Services during such period. Affiliate means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by or is under common Control with such Person. For purposes of the foregoing, from and after the Emergence Date, MSC and MPM shall not be considered Affiliates of each other, including due to the provision of Services hereunder. Agreement is defined in the recitals. Allocation Percentage shall mean 57% to MSC and 43% to MPM. Apollo means Apollo Global Management, LLC and its Affiliates. Approved Metrics is defined in Section 5.01(c). Audit Firm is defined in Section 5.06(b). Business Days means all weekdays except those that are official holidays of employees of the United States government. Unless specifically stated as Business Days, a reference in this Agreement to days means calendar days. Capital Expenditure means any expenditure, or series of related expenditures, in excess of $1 million made by either MSC or MPM to the extent in furtherance of the provision of Services under this Agreement that is required to be capitalized in accordance with United States generally accepted accounting principles, as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement. Confidential Information means, as to MSC or MPM, any information and/or materials, including Personal Data, provided to the other in connection with the provision and/or receipt of Services or otherwise hereunder, or created by a party in connection with the performance of its obligations hereunder to the extent such information and/or materials describe the business and legal activities and interests of the other party, in each case, other than any information or materials (i) generally available to the public or otherwise part of the public domain at the time of disclosure to the receiving party, (ii) that become generally available to the public or otherwise part of the public domain after the owner party disclosed such information to the receiving party, other than through any act or omission of the receiving party in breach of Section 13.16, or (iii) independently created or developed by such party without reference to the Confidential Information of the other party. Control means the ability to direct the management and policies of a Person, through ownership of voting shares or other equity rights, pursuant to a written agreement or otherwise. Data Subject means a natural person with whom certain Personal Data is identified or identifiable. Designated MPM Executives means the new interim or permanent executive officers of MPM set forth in Exhibit E hereof, effective from and after the Emergence Date. Designated MSC Executives means, as to any Designated MPM Executive, the equivalent executive officer of MSC (or, if no direct equivalent exists at MSC, the executive officer of MSC performing the function(s) most closely related to those performed by such Designated MPM Executive). Disinterested Director is defined in the Top Holdco Charter. Effective Date is defined in the recitals. Emergence Date means October 24, 2014. Estimated Monthly Allocation Payment is defined in Section 5.03. Event of Default is defined in Section 9.01. Exchange Rate means, with respect to a particular currency for a particular day and a particular party, the rate of exchange used in the preparation of the financial statements of such party for the most recent month for which financial statements are then available. Excluded Costs means, from and after the Emergence Date, the fully burdened employee cost of any Designated MPM Executive, Designated MSC Executive and/or any respective predecessor thereof. Excluded Services means (i) senior executive services and functions of the type performed by any Designated MPM Executive or Designated MSC Executive; and/or (ii) certification of Recipients financial statements or filings under applicable securities laws or the rules and regulations of any securities exchange. First A/R Agreement is defined in the recitals. Functional Services means all Services other than Raw Materials/Logi

Definitions from Shared Services Agreement

This Second Amended and Restated Shared Services Agreement is dated as of October 24, 2014 and is made and entered into by and among Momentive Specialty Chemicals Inc., a New Jersey corporation (together with its subsidiaries, either referred to as a Service Provider or Recipient of a specific Service or MSC), Momentive Performance Materials Inc., a Delaware corporation (MPM Inc.), and those direct or indirect subsidiaries of MPM Inc. that are set forth on the signature pages hereto (collectively, either referred to as a Service Provider or Recipient of a specific Service or MPM). Capitalized terms have the meanings set forth in Article I.

Definitions. As used in this Agreement, the following terms have the following meanings unless the context otherwise requires: Actual Cost means, with respect to any period hereunder, one hundred percent (100%) of the actual, out of pocket expenses of a party (including fully burdened employee cost and overhead costs allocated to the relevant cost center in accordance with the historical practices of such party, but specifically excluding any divisional or product or sales-based costs) actually paid or expected to be paid within the three (3) months following such period (without duplication of any Actual Costs previously allocated between the parties), calculated in accordance with the accounting policies, principles, practices and procedures approved, from time to time, by the Steering Committee, caused by, incurred or otherwise arising from or relating to the Services during such period. Affiliate means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by or is under common Control with such Person. For purposes of the foregoing, from and after the Emergence Date, MSC and MPM shall not be considered Affiliates of each other, including due to the provision of Services hereunder. Agreement is defined in the recitals. Allocation Percentage shall mean 57% to MSC and 43% to MPM. Apollo means Apollo Global Management, LLC and its Affiliates. Approved Metrics is defined in Section 5.01(c). Audit Firm is defined in Section 5.06(b). Business Days means all weekdays except those that are official holidays of employees of the United States government. Unless specifically stated as Business Days, a reference in this Agreement to days means calendar days. Capital Expenditure means any expenditure, or series of related expenditures, in excess of $1 million made by either MSC or MPM to the extent in furtherance of the provision of Services under this Agreement that is required to be capitalized in accordance with United States generally accepted accounting principles, as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement. Confidential Information means, as to MSC or MPM, any information and/or materials, including Personal Data, provided to the other in connection with the provision and/or receipt of Services or otherwise hereunder, or created by a party in connection with the performance of its obligations hereunder to the extent such information and/or materials describe the business and legal activities and interests of the other party, in each case, other than any information or materials (i) generally available to the public or otherwise part of the public domain at the time of disclosure to the receiving party, (ii) that become generally available to the public or otherwise part of the public domain after the owner party disclosed such information to the receiving party, other than through any act or omission of the receiving party in breach of Section 13.16, or (iii) independently created or developed by such party without reference to the Confidential Information of the other party. Control means the ability to direct the management and policies of a Person, through ownership of voting shares or other equity rights, pursuant to a written agreement or otherwise. Data Subject means a natural person with whom certain Personal Data is identified or identifiable. Designated MPM Executives means the new interim or permanent executive officers of MPM set forth in Exhibit E hereof, effective from and after the Emergence Date. Designated MSC Executives means, as to any Designated MPM Executive, the equivalent executive officer of MSC (or, if no direct equivalent exists at MSC, the executive officer of MSC performing the function(s) most closely related to those performed by such Designated MPM Executive). Disinterested Director is defined in the Top Holdco Charter. Effective Date is defined in the recitals. Emergence Date means October 24, 2014. Estimated Monthly Allocation Payment is defined in Section 5.03. Event of Default is defined in Section 9.01. Exchange Rate means, with respect to a particular currency for a particular day and a particular party, the rate of exchange used in the preparation of the financial statements of such party for the most recent month for which financial statements are then available. Excluded Costs means, from and after the Emergence Date, the fully burdened employee cost of any Designated MPM Executive, Designated MSC Executive and/or any respective predecessor thereof. Excluded Services means (i) senior executive services and functions of the type performed by any Designated MPM Executive or Designated MSC Executive; and/or (ii) certification of Recipients financial statements or filings under applicable securities laws or the rules and regulations of any securities exchange. First A/R Agreement is defined in the recitals. Functional Services means all Services other than Raw Materials/Logi

Definitions from Services Agreement

Services Agreement (the Agreement), dated as of March 22, 2013, by and among MHE Acquisition, LLC, a Delaware limited liability company (MHE Acquisition), MHE US Holdings, LLC, a Delaware limited liability company (MHE US Holdings and, together with MHE Acquisition, the MHE Parents), McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company (HPI) and McGraw-Hill School Education Holdings, LLC, a Delaware limited liability company (SEG) (each of HPI and SEG, a Primary Party and collectively the Primary Parties) (collectively, the Parties). Capitalized terms have the meanings set forth in Article I.

Definitions. As used in this Agreement, the following terms have the following meanings unless the context otherwise requires: Affiliate means, with respect to any specified Person, any other Person, which directly or indirectly controls, is controlled by or is under common control with such specified Person. For the purposes of this definition, the term control, when used with respect to any specified Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have correlative meanings. Agreement has the meaning set forth in the preamble. Allocation Methodology has the meaning set forth in Section 5.01(b). Business Days shall mean all weekdays except those that are official holidays of employees of the United States government. Unless specifically stated as Business Days, a reference in this Agreement to days means calendar days. Capital Expenditure means any expenditure that is approved in the annual budget of HPI and SEG or otherwise by the Steering Committee and made by either HPI or SEG to the extent in furtherance of the provision of Services under this Agreement that is required to be capitalized in accordance with United States generally accepted accounting principles, as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement. Change of Control Transaction has the meaning set forth in Section 10.03(b). Collections Separation Process has the meaning set forth in Exhibit B Collections Separation Term has the meaning set forth in Section 4.04. Collections Services shall mean all services provided, or caused to be provided, by HPI or its Subsidiaries to SEG or its Subsidiaries pursuant to Exhibit B. Compensation Disbursement Separation Process has the meaning set forth in Section 4.02(a). Compensation Disbursement Separation Term has the meaning set forth in Section 4.02(b). Compensation Disbursement and Related Payroll Services has the meaning set forth in Section 4.02(b). Confidential Information has the meaning set forth in Section 13.03(a). Covered Costs means HPIs and/or its Subsidiaries all-in cost of providing the applicable Service, which may include fully-fringed employee costs, reasonable allocation of direct and indirect corporate and related overhead and other, similar costs, in each case as determined in the good faith, reasonable commercial judgment of HPI. In the case of services provided directly or indirectly by third-party service providers, the actual cost charged by such third-party provider shall also constitute Covered Costs. disclosing party has the meaning set forth in Section 13.03(a). Education Business means Business as defined in the Purchase Agreement. Effective Date shall mean the closing date under the Purchase Agreement. Estimated Monthly Payment has the meaning set forth in Section 5.04(a). Event of Default has the meaning set forth in Section 10.01. Excess Payment Amount has the meaning set forth in Section 5.05. Global FL Credit Agreement means the First Lien Credit Agreement, dated as of March 22, 2013, as amended, restated, supplemented or otherwise modified from time to time, among McGraw-Hill Global Education Intermediate Holdings, LLC, a Delaware limited liability company, Global Holdings, the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders. HPI has the meaning set forth in the preamble. HPI Collection Accounts has the meaning set forth in Exhibit B hereto. HPI Customers has the meaning set forth in Exhibit B hereto. HPI Lenders shall mean the lenders party to the Global FL Credit Agreement from time to time. including shall mean including without limitation. Initial Ongoing Services Term has the meaning set forth in Section 2.01. Interim Service Term has the meaning set forth in Section 2.02. Interim Services means the Compensation Disbursement and Related Payroll Services, Non-Compensation Disbursement Services and Collections Services. McGraw-Hill Parent has the meaning set forth in the recitals. MHE Acquisition has the meaning set forth in the preamble. MHE Parents has the meaning set forth in the preamble. MHE US Holdings has the meaning set forth in the preamble. Non-Compensation Disbursement Separation Process has the meaning set forth in Section 4.03(b). Non-Compensation Disbursement Separation Term has the meaning set forth in Section 4.03(c). Non-Compensation Disbursement Services has the meaning set forth in Section 4.03(c). non-disclosing party has the meaning set forth in Section 13.05(a). Ongoing Services means the Shared Services and the Sales-Related Services. Ongoing Services Term has the meaning set forth in Section 2.01. Party has the meaning set forth in the preamble. Person means any individual, partnership, limited partnership, limit

DEFINITIONS from Collaboration Agreement

This Collaboration Agreement, dated as of March 13, 2013 (the "Effective Date"), is entered into by and between Amyris, Inc., a Delaware corporation, having its place of business at 5885 Hollis Street, Suite 100, Emeryville, California 94608 ("Amyris") together with its Affiliates (the "Amyris Entities") and Firmenich SA, an entity organized under the laws of Switzerland and having its place of business at 1 Route des Jeunes, 1211 Geneva, Switzerland ("Firmenich"). Amyris and Firmenich may be referred to herein individually as a "Party" and collectively as the "Parties".

DEFINITIONS. 1.1 "Affiliate" means, with respect to a Party, any individual, company, organization or other entity that, directly or indirectly, is controlled by, controls or is under common control with such Party by ownership, directly or indirectly, of more than fifty percent (50%) of the stock entitled to vote in the election of directors, or if there is no such stock, more than fifty percent (50%) of the ownership interest in such individual or entity.1.2 "Amyris Confidential Information" means any knowledge and information of any kind (such as technical, financial, commercial and social information) pertaining to the business and activities of Amyris or any of its Affiliates and not available to the public. Amyris Confidential Information will include, without limitation, products and processes, ingredients, recipes, formulae, know-how, models, business plans, samples, inventions, designs, ideas, research and development programs, marketing and sales data, customer and supplier information, business data specifications, as well as any other information pertaining to the Amyris Strain Generation Technology or the business of Amyris. Any Amyris Background Intellectual Property, Amyris Non-Project Intellectual Property and Amyris Collaboration Intellectual Property will be considered Amyris Confidential Information. Amyris Confidential Information also includes any other information specifically designated as the "Confidential Information" of Amyris in this Agreement. Amyris Confidential Information may be presented in any form, orally or in writing, in any media (whether paper, digital, electronic or otherwise).1.3 "Amyris Collaboration Intellectual Property" means any and all Collaboration Intellectual Property other than Firmenich Collaboration Intellectual Property. For the avoidance of doubt, Amyris Collaboration Intellectual Property includes, without limitation, (a) the Intermediates, (b) the Ingredients except for Ingredients produced through the use of Firmenich Non-Project Intellectual Property, (c) the method of making the Ingredients except for methods that are part of Firmenich Non-Project Intellectual Property, (d) the Strains, including without limitation, the Commercial Strains, and (e) information and inventions related to Strain Generation Technology.1.4 "Amyris Product" means any Intermediate or Ingredient Controlled by Amyris or its Affiliates, licensees or sublicensees during the term of this Agreement, in each case for applications that is intended for internal use or commercialization outside the F&F Market and in the Exclusions; provided, however, no Ingredient, Intermediate, Fragrance or Flavor that is a Firmenich Product shall be an Amyris Product.1.5 "Amyris Non-Project Intellectual Property" means any and all information and inventions, and all intellectual property rights therein or pertaining thereto, that is Controlled by Amyris or its Affiliates during the term of this Agreement that is necessary or actually used in the chemical transformation of an Intermediate to an Ingredient, excluding Amyris Collaboration Intellectual Property and excluding any Amyris Background Intellectual Property. 1.6 "Background Intellectual Property" means, with respect to a given Party, any and all information and inventions, and all intellectual property rights therein or pertaining thereto, that are Controlled by such Party or its Affiliates during the term of this Agreement that is necessary, required or actually used in, the development, manufacture and/or commercialization of any Strain, Commercial Strain, Intermediate or Ingredient, excluding Collaboration Intellectual Property. For clarity, Firmenich Non-Project Intellectual Property shall not be included in Background Intellectual Property. 1.7 "Budget" will have the meaning set forth in section 3.1.1.8 "Business Plan" means a plan, that, inter alia, presents projections for volume and pricing of an Ingredient (in the form of a Firmenich Product) in order to optimize long term returns for both Parties and which shall be in the form agreed upon by the Steering Committee.1.9 "Change in Control" means (i) a sale of all or substantially all the assets of a Party to a direct competitor of the other Party, excluding any sale to an Affiliate of such Party, or in the case of Amyris, Total or Cosan; (ii) any consolidation or merger of a Party with or into any other corporation or other entity or person who is a direct competitor of the other Party, or any other corporate reorganization, in which the stockholders, members or owners of such Party immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the voting power of the surviving entity immediately after such consolidation, merger or reorganization, excluding any consolidation, merger or reorganization effected exclusively to change the domicile of such Party or an initial public offering; or (iii) the acquisition by any direct competitor of the other Party w

Definitions from Agreement

THIS MASTER INDUSTRIAL AGREEMENT (this Agreement) is entered into as of June 10, 2009 by and among FIAT GROUP AUTOMOBILES S.p.A., a Societa Per Azioni organized and existing under the laws of Italy (FGA), FIAT POWERTRAIN TECHNOLOGIES S.p.A., a Societa Per Azioni organized and existing under the laws of Italy (FPT), and FIAT NORTH AMERICA LLC (FNA and, collectively with FGA and FPT, Fiat) and NEW CARCO ACQUISITION LLC, a Delaware limited liability company (Chrysler). Chrysler and Fiat are referred to herein each individually as a Party and collectively as the Parties.

Definitions. Defined terms in this Agreement shall have the meanings given to them in the Master Transaction Agreement, unless otherwise defined herein. The words in this Agreement have the meanings usually and customarily ascribed to them in commercial contracts, except that words that are defined below have the respective meanings given to them below. ACB has the meaning given to it in the recitals hereto. ACB Members has the meaning given to it in Section 3.6. Agreement has the meaning given to it in the preamble hereto. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such specified Person, and any other Person specifically identified and mutually agreed upon by the Parties. Ancillary Agreements means the (a) Master Technology and Product Sharing Agreement and definitive agreements entered into thereunder for individual programs, (b) Joint Procurement Agreement, (c) Global Distribution Agreement, and (d) Information and Communication Technology Cooperation Agreement. The term Ancillary Agreement shall include Term Sheets to the extent provided in Section 2.1(b). Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Torino, Italy or Detroit, Michigan, United States of America. Chrysler has the meaning given to it in the preamble hereto. Chrysler BoD means the Board of Directors (as defined in the Operating LLC Agreement) of Chrysler. Chrysler Business Unit means that portion of Chryslers business conducted under any of the Chrysler, Jeep or Dodge nameplate-level brands, or the MOPAR brand. Chrysler LLC Interests has the meaning given to it in the recitals hereto. Chrysler Nominee has the meaning given to it in Section 3.6. Chrysler Technology has the meaning given to it in Section 6.14. Closing means the closing under the Master Transaction Agreement. Conciliation Committee has the meaning given to it in Section 4.6. Conciliation Period has the meaning given to it in Section 4.6. Confidential Information means any and all technical, manufacturing, business, financial, operational, administrative, marketing, technical, performance, cost or economic information, data, documents, designs, drawings, research developments, testing (including bench testing and crash testing), manufacturing, technology, inventions, patents, materials, product samples, models, trade secrets, prototype parts, know-how and information about operations, processes, strategies, plans, business models, computer programs, software, source code, systems, methodology, techniques, future product development plans, customers, suppliers or personnel pertaining to Fiat Parent or its Affiliates disclosed by Fiat Parent or its Affiliates to Chrysler or its Affiliates or, as the case may be, pertaining to Chrysler or its Affiliates disclosed by Chrysler or its Affiliates to Fiat Parent or its Affiliates, whether orally or in writing or in pictorial form, magnetic diskette, flash memory storage drive, CD, DVD, through an electronic data room or in any other form whatsoever (whether in electronic or non-electronic form), in connection with this Agreement and the Ancillary Agreements, together with any analysis, compilation, forecast, study, memoranda, notes or other writing prepared by the Receiving Party which contains or otherwise reflects or is based on the above. Confidential Personal Information has the meaning given to it in Section 8.9(a). Control means, with respect to Person, the direct or indirect ownership of more than fifty percent (50%) of the stock or other equity interests having voting or other rights to direct the management of such entity. Disclosing Party means the Party (whether Fiat, Fiat Parent or Chrysler or any of their respective Affiliates, as the case may be) which is disclosing Confidential Information. Disputed Agenda Item has the meaning given to it in Section 4.15. FGA has the meaning given to it in the preamble hereto. Fiat has the meaning given to it in the preamble hereto. Fiat BoD means the Board of Directors of Fiat. Fiat Business Unit means that portion of Fiats business conducted under any of the Fiat, Abarth, Alfa Romeo, Lancia, or Fiat Professional nameplate-level brands. Fiat Nominee has the meaning given to it in Section 3.6. Fiat Parent has the meaning given to it in the recitals hereto. Fiat Technology has the meaning given to it in Section 6.4. Fiat Termination has the meaning given to it in Section 6.2. FPT has the meaning given to it in the preamble hereto. Initial Business Plan means the Business Plan included in the Final Joint Restructuring Plan (as defined in the Master Transaction Agreement). Initial Meeting has the meaning given to it in Section 4.3. IP has the meaning given to it in Section 2.2. IT has the meaning given to it in Section 2.5. Laws means all laws, regulations, rul

Definitions from Shared Services Agreement

This Amended and Restated Shared Services Agreement is dated as of March 17, 2011 and is made and entered into by and among Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc.), a New Jersey corporation (together with its subsidiaries, either referred to as a Service Provider or Recipient of a specific Service or MSC), Momentive Performance Materials Inc., a Delaware corporation, and those direct or indirect subsidiaries of Momentive Performance Materials Inc. that are set forth on the signature pages hereto (collectively, either referred to as a Service Provider or Recipient of a specific Service or MPM). Capitalized terms have the meanings set forth in Article I.

Definitions. Capitalized terms not otherwise defined herein have the meanings set forth in the Transaction Agreement. As used in this Agreement, the following terms have the following meanings unless the context otherwise requires: Actual Cost means, with respect to any period hereunder, one hundred percent (100%) of the actual, out of pocket expenses of a party (including fully burdened employee cost and overhead costs allocated to the relevant cost center in accordance with the historical practices of such party) actually paid or expected to be paid within the three (3) months following such period (without duplication of any Actual Costs previously allocated between the parties), calculated in accordance with the accounting policies, principles, practices and procedures approved, from time to time, by the Steering Committee, caused by, incurred or otherwise arising from or relating to the Services during such period. Agreement is defined in the recitals. Allocation Percentage shall initially mean 51% to MSC and 49% to MPM. Business Days means all weekdays except those that are official holidays of employees of the United States government. Unless specifically stated as Business Days, a reference in this Agreement to days means calendar days. Capital Expenditure means any expenditure, or series of related expenditures, in excess of $1 million made by either MSC or MPM to the extent in furtherance of the provision of Services under this Agreement that is required to be capitalized in accordance with United States generally accepted accounting principles, as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement. Effective Date is defined in the recitals. Estimated Monthly Allocation Payment is defined in Section 5.03. Event of Default is defined in Section 9.01. Exchange Rate means, with respect to a particular currency for a particular day and a particular party, the rate of exchange used in the preparation of the financial statements of such party for the most recent month for which financial statements are then available. Functional Services means all Services other than Raw Materials/Logistics Services. Functional Services Costs means the Actual Cost of Functional Services, including the Actual Costs of the employees of either MSC or MPM who perform Raw Materials/Logistics Services. Hexion Marks is defined in Section 3.05(b). including shall mean including without limitation. Monthly Report is defined in Section 5.04. MPM is defined in the caption. MPM-Provided Services is defined in Section 3.01. MPM Holdings is defined in the recitals. MPM Marks is defined in Section 3.05(a). MSC is defined in the caption. MSC Holdings is defined in the recitals. MSC-Provided Services is defined in Section 3.01. Person means any individual, partnership, limited partnership, limited liability company, corporation, unincorporated association, joint venture or other entity. Quarterly Reconciliation Payment is defined in Section 5.05(a). Raw Materials/Logistics Services means the procurement of Raw Materials and Logistics by a Service Provider hereunder. Raw Materials and Logistics means raw materials and logistics services, including supplies, freight, equipment and electricity, and indirect costs of such raw materials and logistics services, including packaging, uniforms and pallets, in the case of any of the foregoing, required by or used in connection with the business of either or both of MSC and MPM, but excluding the Actual Costs of the employees of either MSC or MPM who perform Raw Materials/Logistics Services and allocated overhead associated with the performance of such services, which, for the avoidance of doubt, shall be treated as Functional Services Costs hereunder. Recipient means MSC or MPM, as applicable, with respect to such partys receipt of a particular Service. Service Provider means MSC or MPM, as applicable, with respect to such partys provision of a particular Service. Services is defined in Section 3.01. Steering Committee is defined in Section 3.04. Tax or Taxes means (i) all federal, state, local and foreign sales, use, value-added, gross receipts, privilege, utility, infrastructure maintenance, property, excise and similar levies, duties and other similar tax-like charges lawfully levied by a duly constituted taxing authority against or upon the Services; (ii) any penalties, interest or other additions to any such taxes; and (iii) any tax-related surcharges or fees that are related to the Services and authorized by applicable tariffs. Term is defined in Section 2.01. Transaction is defined in the recitals. Transaction Agreement is defined in the recitals. Unavoidable Delays is defined in Section 13.08.

Definitions from Shared Services Agreement

This Shared Services Agreement is dated as of October 1, 2010 (the " Effective Date") and is made and entered into by and among Hexion Specialty Chemicals, Inc., a New Jersey corporation (together with its subsidiaries, either referred to as a "Service Provider" or "Recipient" of a specific Service or "Hexion"), Momentive Performance Materials Inc., a Delaware corporation, and those direct or indirect subsidiaries of MPM Inc. that are set forth on the signature pages hereto (collectively, either referred to as a "Service Provider" or "Recipient" of a specific Service or "Momentive"). Capitali zed terms have the meanings set forth in Article I.

Definitions. Capitalized terms not otherwise defined herein have the meanings set forth in the Transaction Agreement. As used in this Agreement, the following terms have the following meanings unless the context otherwise requires:"Actual Cost" means, with respect to any period hereunder, one hundred percent (100%) of the actual, out of pocket expenses of a party (including fully burdened employee cost and overhead costs allocated to the relevant cost center in accordance with the historical practices of such party) actually paid or expected to be paid within the three (3) months following such period (without duplication of any Actual Costs previously allocated between the parties), calculated in accordance with the accounting policies, principles, practices and procedures approved, from time to time, by the Steering Committee, caused by, incurred or otherwise arising from or rel ating to the Services during such period."Agreement" means this Shared Services Agreement as originally executed and as amended, modified, supplemented, or restated from time to time, as the context may require."Allocation Percentage" shall initially mean 51% to Hexion and 49% to Momentive."Business Days" means all weekdays except those that are official holidays of employees of the United States government. Unless specifically stated as "Business Days," a reference in this Agreement to "days" means calendar days."Capital Expenditure" means any expenditure, or series of related expenditures, in excess of $1 million made by either Hexion or Momentive to the extent in furtherance of the provision of Services under this Agreement that is required to be capitaliz ed in accordance with United States generally accepted accounting principles, as in effect as of the date or for the period, as the case may be, implicated by the relevant provision of this Agreement."Effective Date" is defined in the caption."Estimated Monthly Allocation Payment" is defined in Section 5.03 ."Event of Default" is defined in Section 9.01."Exchange Rate" means, with respect to a particular currency for a particular day and a particular party, the rate of exchange used in the preparation of the financial statements of such party for the most recent month for which financial statements are then available."Functional Services" means all Services other than Raw Materials/Logistics Services."Functional Services Costs" means the Actual Cost of Functional Services, including the Actual Costs of the employees of either Hexion or Momentive who perform Raw Materials/Logistics Services."Hexion" is defined in the caption."Hexion LLC" is defined in the recitals."Hexion Marks" is defined in Section 3.05(b)"Hexion-Provided Services" is defined in Section 3.01."including" shall mean including without limitation."Momentive" is defined in the caption."Momentive-Provided Services& rdquo; is defined in Section 3.01."Monthly Report" is defined in Section 5.04."MPM Holdings" is defined in the recit als."MPM" is defined in Section 3.05(a)"MPM Inc." is defined in the caption."MPM Marks" is defined in Section 3.05(a)"Person" means any individual, partnership, limited partnership, limited liability company, corporation, unincorporated association, joint venture or other entity."Quarterly Reconciliation Payment" is defined in Section 5.05(a). "Raw Materials/Logistics Services" means the procurement of Raw Materials and Logistics by a Service Provider hereunder."Raw Materials and Logistics" means raw materials and logistics services, including supplies, freight, equipment and electricity, and indirect costs of such raw materials and logistics services, including packaging, uniforms and pallets, in the case of any of the foregoing, required by or used in connection with the business of either or both of Hexion and Momentive, but excluding the Actual Costs of the empl oyees of either Hexion or Momentive who perform Raw Materials/Logistics Services and allocated overhead associated with the performance of such services, which, for the avoidance of doubt, shall be treated as Functional Services Costs hereunder. "Recipient" means Hexion or Momentive, as applicable, with respect to such party's receipt of a particular Service."Service Provider" means Hexion or M omentive, as applicable, with respect to such party's provision of a particular Service."Services" is defined in Section 3.01."Steering Committee" is defined in Section&nbs p;3.04."Tax" or "Taxes" means (i) all federal, state, local and foreign sales, use, value-added, gross receipts, privilege, utility, infrastructure maintenance, property, excise and similar levies, duties and other similar tax-like charges lawfully levied by a duly constituted taxing authority against or upon the Services; (ii) any penalties, interest or other additions to any such taxes; and (iii) any tax-related surcharges or fees that are related to the Services and authorized by applicable tarif fs."Term" is defined in Section 2.01."Transaction" is defined in the recitals."Tr