instruments; (d) obligations under any derivative, interest rate, currency swap, foreign exchange or other hedging agreement or arrangement;
(a)capital lease obligations in accordance with GAAP; (f) reimbursement and other obligations under any letter of credit, bank guarantees, banker’s acceptance or similar credit transactions (in each case to the extent drawn); (g) guarantees made by any Person on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (g); provided, that Indebtedness shall not include accounts payable to trade creditors.
“Intellectual Property” means any and all rights, anywhere in the world, arising out of or associated with any of the following: (a) patents, patent applications, patent disclosures, inventions (whether patentable or not), and designs, including, without limitation, continuations, continuations-in-part, divisionals, provisionals, non-provisionals, reexemaminations, restorations, extensions, renewals, and reissues for any of the foregoing, and all other indicia of invention ownership; (b) copyrights (registered and unregistered), copyright applications, copyrightable subject matter, and works of authorship;
(b)trademarks, service marks, trade dress, business names, trade names, and other indicia of source, whether registered, unregistered, or existing at common law, including all goodwill associated therewith;
(c)domain names, websites, and web pages, and all content and data thereon; (e) know-how, trade secrets, and confidential or proprietary information, including, without limitation, processes, techniques, improvements, ideas, discoveries, developments, data, results, methods, tests, and other proprietary technologies and information; (f) software; and (g) all other proprietary information and intellectual property, in any form or media, and all goodwill associated therewith.
“InvaGen Agreements” means the agreements listed on Exhibit C attached hereto.
“Law” means laws, regulations, statutes, codes, rules, orders, permits, policies, licenses, certifications, decrees, standards, guidance, or interpretations imposed by any Governmental Authority.
“Liabilities” means any and all claims, causes of action, payments, charges, judgments, awards, settlements, assessments, liabilities, losses, damages, liens, penalties, interest, fines or costs and expenses, including any reasonable fees of attorneys, experts, consultants, accountants and other professional representatives and legal or other expenses incurred in connection therewith, whether arising by Applicable Law, contract, tort, voluntary settlement or otherwise.
“Management Services Agreement” means the Management Services Agreement by and between Contributor and the Target effective as of March 9, 2017.
“Order” means any order, injunction, judgment, decree, ruling, writ, assessment, award, subpoena, verdict, settlement or finding from any Governmental Authority.