Indebtedness of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money or in respect of loans or advances, or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money (whether or not evidenced by bonds, debentures, notes, or other similar instruments or debt securities), (b) any obligations of such Person to pay the deferred purchase price of property, goods or services (other than accrued Current Liabilities) (c) all obligations of such Person evidenced by bonds, debentures, notes, mortgages or similar instruments, (d) all obligations of such Person under conditional sale or other title retention agreements relating to any assets and properties purchased by such Person, (e) all Indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien or other claim on any assets and properties owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all guarantees by such Person or contingent liabilities of such Person with respect to the Indebtedness of others, (g) all lease obligations of such Person required in accordance with GAAP to be recorded as capital leases, (h) all obligations of such Person as an account party in respect of drawn amounts under letters of credit and bankers acceptances, performance bonds, sureties or similar obligations, (i) all obligations of such Person consisting of overdrafts (e.g., cash float reflected as a negative on the cash line), and (j) all obligations under any interest rate, currency or other hedging agreement.
Intellectual Property means all intellectual property and proprietary or similar rights of every kind and nature however denominated, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention, including (a) Patent Rights, (b) Marks, (c) Copyrights, (d) Know-How, (e) rights of privacy and publicity and (f) any and all registrations, applications, recordings, licenses, common-law rights, statutory rights, administrative rights, and contractual rights relating to any of the foregoing.
IRS means the Internal Revenue Service of the United States of America.
IT Systems is defined in Section 3.13(i).
Judgment means any writ, judgment, injunction, order, decree, stipulation, ruling, decision, verdict, determination or award, of or by, or any settlement under the jurisdiction of, any Governmental Entity.
Know-How means trade secrets and confidential and proprietary information, know-how, ideas, information, data, inventions, discoveries, research and development, works, innovations, compositions, formulations, formulas, practices, procedures, processes, methods, schematics, knowledge, data, databases, data collection, technology, techniques, designs, drawings, product configurations, prototypes, models, improvements, proposals, graphics, illustrations, artwork, manuals, industrial designs, correspondence, algorithms, mask works, circuit designs, documents, apparatus, results and strategies, pharmacological, toxicological, non-clinical, pre-clinical and clinical data, analytical and quality control data, manufacturing data and descriptions, market data, financial data or descriptions, reports, descriptions, laboratory notebooks, devices, assays, specifications, physical, chemical and biological materials and compounds, cost and pricing information, business and marketing plans and proposals, manufacturing techniques, business methods, customer, supplier, distributor and provider lists, and