"PCC Acquisition" means the acquisition of all of the Equity Interests of PCC by the Parent pursuant to the PCC Acquisition Agreement.

. The Parent has delivered to the Agents complete and correct copies of the PCC Acquisition Documents, including all schedules and exhibits thereto. The PCC Acquisition Documents, taken as a whole, set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the PCC Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each PCC Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the PCC Acquisition Agreement have been fulfilled or waived (with the prior written consent of the Agents to the extent such waiver is adverse to the interests of the Agents and the Lenders), no PCC Acquisition Document has been amended or otherwise modified in a manner adverse to the interests of the Agents and the Lenders without the prior written consent of the Agents, and there has been no breach of any material term or condition of any PCC Acquisition Document.

Consummation of PCC Acquisition. Concurrently with the making of the initial Loans, # the Parent shall have purchased pursuant to the PCC Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner adverse to the interests of the Agents and the Lenders without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens other than Permitted Liens, of all of the PCC Acquisition Assets and # the proceeds of the initial Loans shall have been applied to pay the Purchase Price payable pursuant to the PCC Acquisition Documents for the PCC Acquisition Assets and the closing and other costs relating thereto.

Consummation of Acquisition. Substantially concurrently with the funding of the Initial Term Loans, the Acquisition shall be consummated, in all material respects, in accordance with the terms of the Acquisition Agreement, but without giving effect to any amendments, waivers or consents that are materially adverse to the interests of the Lead Arrangers and the Lenders (in their capacities as such) without the consent of the Lead Arrangers and the Lenders, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that # any reduction in the purchase price of, or consideration for, the Acquisition under the Acquisition Agreement of less than 10% shall not be deemed materially adverse to the interests of the Lenders or the Lead Arrangers, # any increase in the purchase price of, or consideration for, the Acquisition under the Acquisition Agreement shall not be deemed materially adverse to the interests of the Lenders or the Lead Arrangers so long as such increase is funded by amounts permitted to be drawn under this Agreement or balance sheet cash and # any supplement, amendment, modification, waiver or consent that includes any modifications to the definition of Company Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lead Arrangers and the Lenders); provided, that the Lead Arrangers and the Lenders shall be deemed to have consented to any amendments, waivers or consents to the extent the Lead Arrangers or the Lenders do not object in writing thereto within three (3) Business Days of receipt of notice thereof.

Consummation of PCC Acquisition. Concurrently with the making of the initial Loans, # the Parent shall have purchased pursuant to the PCC Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner adverse to the interests of the Agents and the Lenders without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens other than Permitted Liens, of all of the PCC Acquisition Assets and # the proceeds of the initial Loans shall have been applied to pay the Purchase Price payable pursuant to the PCC Acquisition Documents for the PCC Acquisition Assets and the closing and other costs relating thereto.

Consummation. Where USEV has properly elected to exercise its Tag-Along Right and the proposed Transferee fails to purchase Shares from USEV, LINGSTAR shall not make the proposed Transfer, and if purported to be made, such Transfer shall be void.

"PCC Acquisition" means the acquisition of all of the Equity Interests of PCC by the Parent pursuant to the PCC Acquisition Agreement.

"PCC Acquisition" means the acquisition of all of the Equity Interests of PCC by the Parent pursuant to the PCC Acquisition Agreement.

Consummation of PCC Acquisition. Concurrently with the making of the initial Loans, # the Parent shall have purchased pursuant to the PCC Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner adverse to the interests of the Agents and the Lenders without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens other than Permitted Liens, of all of the PCC Acquisition Assets and # the proceeds of the initial Loans shall have been applied to pay the Purchase Price payable pursuant to the PCC Acquisition Documents for the PCC Acquisition Assets and the closing and other costs relating thereto.

PCC Nomination. Upon completion of the Research Plan activities for the Additional Molecules, the Joint Research Committee shall make a recommendation as to whether an Additional Molecule should be further advanced as a Preclinical Candidate (“PCC”) and presented for PCC nomination to Merck’s internal governance committee. In the event the JRC makes such recommendation to advance the Additional Molecule as a PCC, Merck shall promptly present such Additional Molecule to its internal governance committee for approval (“PCC Nomination”).