Intellectual Property means, with respect to any Person, (a) all copyright rights, copyright applications, copyright registrations in each work of authorship, whether published or unpublished, (b) any patents and patent applications, including divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, as applicable, (c) trademarks, trade names, and service marks, whether registered or not, (d) domain names, (e) know-how, trade secret rights, including clinical and non-clinical data that is protectable as a trade secret under applicable laws, rights to unpatented inventions, and (f) any claims for damage by way of any past, present, or future infringement of any of the foregoing.
Interest Period means any period commencing on the first day of a calendar month and ending on the last day of such calendar month.
Inventory means inventory as defined in Article 9 of the UCC.
Investment means, with respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, (b) to make or otherwise consummate any Acquisition or (c) make, purchase or hold any advance, loan, extension of credit or capital contribution to or in, or any other investment in, any Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto.
IRS means the United States Internal Revenue Service.
Laws means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, codes, injunctions, permits, governmental agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance. Laws includes, without limitation, Healthcare Laws and Environmental Laws.
Lender means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a lender hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and (d) the respective successors of all of the foregoing, and Lenders means all of the foregoing.
LIBOR Rate means, for each Loan, a per annum rate of interest equal to the greater of (a) one and three quarters percent (1.75%) and (b) the rate determined by Agent (rounded upwards, if necessary, to the next 1/100th%) by dividing (i) the Base LIBOR Rate for the Interest Period, by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or any successor thereto) for Eurocurrency Liabilities (as defined therein).
Lien means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect of such asset. For the purposes of this Agreement and the other Financing Documents, any Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.
Litigation means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.
Loan Account has the meaning set forth in Section 2.6(b).