Definition. Restricted Stock awards are grants of Stock to Participants, the vesting of which is subject to a required period of employment and any other conditions established by the Board.

Definition. Performance Units are awards to Participants who may receive value for the units at the end of a Performance Period. The number of units earned, and value received for them, will be contingent on the degree to which the performance measures established at the time of the initial award are met.

Definition. A “Reorganization Event” shall mean: # any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, # any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or # any liquidation or dissolution of the Company.

Definition. For the purposes of this Lease, “Building Standard” shall mean the quantity and quality of materials, finishing and workmanship specified by Landlord from time to time as standard for the Building.

Definition. For purposes of this Agreement, “Confidential Information” means all information, technical data or know-how disclosed by or on behalf of one Party (the “Discloser”) to the other Party (the “Recipient”, which shall include any of such party’s Affiliates, directors, officers, employees, agents, contractors, consultants, advisors, and service providers), including, but not limited to, that which relates to research, data, algorithms, formulae, chemical entities, compounds, mixtures, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, product or satisfaction surveys, questionnaires, marketing or finances, provided that, notwithstanding anything to the contrary, # Protected Primary Structure Information and all information concerning Metallophile™ Technology, Primary Improvements (as defined hereinbelow in Section 9.3), Primary Patents, Primary Know-How, VDC Data, VDCs, any Derivatives of any of the foregoing, any Primary Royalty Product(s), or the manufacture or use of any of the foregoing shall be deemed the Confidential Information of Primary, and Primary shall be the Discloser, and Legacy the Recipient, thereof regardless of the source or actual initial disclosing party of such Confidential Information, # all Information concerning VDC Data, CDCs, any Derivatives of any of the foregoing, CDC Data, Legacy Royalty Products, Legacy Patents, Legacy Know-How, Protected Ag Partner Scaffold Information, Protected Ag Partner Development Process information, and any Confidential Information (as defined in the Existing Ag Agreement) of Ag Partner that is disclosed to Primary or any Affiliate thereof hereunder shall be deemed the Confidential Information of Legacy, and Legacy shall be the Discloser, and Primary the Recipient, thereof regardless of the source or actual initial disclosing party of such Confidential Information, and # the terms and conditions of this Agreement shall be deemed the Confidential Information of both parties. Any disclosure of Confidential Information to Recipient by # Discloser or any of its Affiliates or # any Third Party at the request of Discloser, shall be deemed to be a disclosure made by Discloser under this Agreement.

Definition. “Confidential Information” means confidential or proprietary information, data or know-how, whether provided in written, oral, visual or other form, provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, including, but not limited to, the terms of this Agreement and information relating to the Disclosing Party’s existing or proposed research, development efforts, patent applications, business or products. Confidential Information shall not include any such information that: # is already known to the Receiving Party or its Affiliates (other than under an obligation of confidentiality) at the time of disclosure (as evidenced by written records of the Receiving Party); # is or becomes generally available to the public other than through any act or omission of the Receiving Party or its Affiliates that is in breach of this Agreement; # is disclosed to the Receiving Party or its Affiliates by a Third Party who had no separate nondisclosure obligation in respect of such information; or # is independently discovered or developed by or on behalf of the Receiving Party or its Affiliates without the use of the Confidential Information of the Disclosing Party (as evidenced by written records of the Receiving Party). The terms of this Agreement shall be deemed Confidential Information of each Party.

Definition. For purposes of this Agreement, a “Corporate Event” shall be deemed to occur upon the occurrence of any of the following events:

Definition. The following definition contained in Section 1.1 of the Loan Agreement is hereby amended and restated as follows:

The Premises. ​ hereby leases to ​ and ​ hereby leases from ​ the premises set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises, as contemplated to be constructed on the date hereof, is set forth in Exhibit A attached hereto. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and ​ covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises and the “Building,” as that term is defined in Section 1.1.2, below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the ​ Work Letter (inclusive of [Schedule 1] attached thereto), ​ shall accept the Premises in their existing, “as is” condition, and ​ shall not be obligated to provide or pay for any improvement work or services related to the initial improvement of the Premises. ​ also acknowledges that neither ​ nor any agent of ​ has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of ​’s business, except as specifically set forth in this Lease and the ​ Work Letter. Subject to ​’s ongoing maintenance and repair obligations as set forth herein and completion of any “Punch List Items,” as that term is defined in the ​ Work Letter, pursuant to the ​ Work Letter, the commencement of business operations from the Premises by ​ shall conclusively establish that the portion of the Premises and the Building were at such time in good and sanitary order, condition and repair.

Delivery of Premises. Landlord shall deliver possession of the Premises to Tenant upon the date the Base Building Improvements that are required to permit Tenant to enter the Premises for purposes of performing the Tenant Improvement are Substantially Complete (as those terms are defined in the Tenant Improvement Agreement), and Tenant shall accept such delivery of the Premises, without representation or warranty by Landlord, except as expressly provided herein, and with no obligation of Landlord to perform any construction or other work of improvement upon the Premises, or contribute to the cost of any of the foregoing, except as expressly set forth in this Lease, including in the Tenant Improvement Agreement. Landlord shall exercise commercially reasonable efforts (without any obligation to engage overtime labor or commence any litigation) to deliver possession of the Premises to Tenant with the Base Building Improvements Substantially Complete on or before July 1, 2016. Without limiting the generality of the foregoing, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building, or the Project, the suitability of the Premises for Tenant’s use, the condition, capacity or performance of the Base Building Improvements or the identity of other tenants or potential tenants of the Project.