Law means any statute, law, ordinance, regulation, rule, act,
code, order, constitution, treaty, common law, judgment, decree, award, writ, ruling, injunction, other requirement or rule of law of any Governmental Entity.
Liens means pledges, licenses, liens, charges, mortgages, encumbrances and security interests of any kind or nature
whatsoever.
made available means (unless otherwise specified), with respect to a particular document, item or
other piece of information, inclusion and availability in the virtual data room hosted on Sharepoint by the Company in connection with the Transactions on or prior to 11:59 p.m., Eastern time, on the Business Day prior to the Agreement Date and
continuously through the Agreement Date.
Nasdaq means The Nasdaq Global Market.
Non-Recused Directors means the members of the Company Board other than
James B. Tananbaum, M.D., Mike Varney, Ph.D. and Laurie Smaldone Alsup, M.D.
Out-of-the-Money Option means each Company Stock Option that has a per share exercise price that is equal to or greater than the Cash Amount.
Parent Material Adverse Effect means any change, effect, event or occurrence that prevents Parent or
Merger Sub from consummating the Offer, the Merger and the other Transactions on or before the Outside Date.
Permitted
Lien means (a) a defect or irregularity in title, (b) an easement or right-of-way, (c) a Lien for Taxes not yet due and payable or being contested in good faith through appropriate Proceedings and for which adequate
reserves have been maintained in accordance with GAAP, (d) non-exclusive licenses to Intellectual Property granted in the ordinary course of business and/or (e) other similar matters that would not
reasonably be expected to, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the business of the Company.
Person means any individual, firm, corporation, partnership, company, limited liability company, estate, trust,
joint venture, association, organization, Governmental Entity or other entity of any kind or nature.
Personal
Information means any information concerning an identified or identifiable individual, and any health information concerning an identified or identifiable individual.
Proceeding means any private, governmental, or administrative claim, counterclaim, proceeding, suit, arbitration,
hearing, litigation, action, charge, complaint or audit, in each case whether civil, criminal, administrative, judicial or investigative, or any appeal therefrom.
Regulatory Authority means any national or supranational governmental authority, including the FDA, with
responsibility for granting any license, registrations or approvals with respect to the Company Product.
Regulatory
Authorizations means any approvals, clearances, authorizations, registrations, certifications, licenses and permits granted by any Regulatory Authority.
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