relevant testing date

“Manufacture” and “Manufacturing” means any steps, processes and activities necessary to produce Product including the manufacturing, processing, packaging, labeling, quality control testing, stability testing, release, storage or supply of Product.

Applicable limitations when testing changes from current year testing to prior year testing: The ACP for the prior plan year shall be determined taking into account only: # employee contributions for nonhighly compensated employees made for the prior plan year, # matching contributions for nonhighly compensated employees that were taken into account for purposes of the ACP test in the prior plan year under the current plan year testing method, and # qualified nonelective contributions not previously taken into account under either the ADP or ACP test.

“Calculation Amount” means, as of the end of any Testing Period, an amount equal to the greater of: (a) (i) 125% of the Adjusted Covered Debt Balance (as of the end of such Testing Period) minus # the aggregate Value of all Quoted Investments included in the Borrowing Base (as of the end of such Testing Period) and # 10% of the aggregate Value of all Unquoted Investments included in the Borrowing Base (as of the end of such Testing Period); provided that in no event shall more than 25% (or, if clause (b) applies, 10%, or as near thereto as reasonably practicable) of the aggregate Value of the Unquoted Investments in the Borrowing Base be tested in respect of any applicable Testing Period.

ARTICLE # MEASUREMENT AND METER TESTING 17

"Fixed Charge Coverage Test Date" shall mean the last day of the calendar month ending immediately prior to the date all requirements to trigger a Covenant Testing Period have been met and the last day of each calendar month thereafter, until the Covenant Testing Period has ended.

“Testing Laboratory” means any third party instructed to carry out tests on the Product.

“Manufacture” shall mean all activities related to the manufacturing of a pharmaceutical product, or any ingredient thereof, including but not limited to test method development and stability testing, formulation, process development, manufacturing for use in non-clinical or clinical studies, manufacturing scale-up, manufacturing Licensed Compound or Licensed Product quality assurance/quality control development, quality control testing (including in-process release and stability testing), packaging, release of product or any component or ingredient thereof, quality assurance activities related to manufacturing and release of product, and regulatory activities related to all of the foregoing.

Current year testing method. Notwithstanding the foregoing, if the current year testing method is elected in the Adoption Agreement, or if no election is made in the Adoption Agreement, and for any Plan Year for which the Employer has either reser ved the right to make a nonelective "ADP test safe harbor contribution" pursuant to Section 12.8 or amended the Plan to make an "ADP test safe harbor contribution," the ADP tests in (a)(1) and (a)(2) above shall be applied by comparing the current Plan Year's ADP for Participants who are "HCEs" with the current Plan Year's ADP (rather than the prior Plan Year's ADP) for Participants who are "NHCEs" for the current Plan Year. Once made, the Employer can elect prior year testing for a Plan Year only if the Plan has used current year testing for each of the preceding 5 Plan Years (or if lesser, the number of Plan Years the Plan has been in existence) or if, as a result of a merger or acquisition described in Code §410(b)(6)(C)(i), the Employer maintains both a plan using prior yea r testing and a plan using current year testing and the change is made within the transition period described in Code §410(b)(6)(C)(ii).

hereof (as applicable) and ending on the occurrence of a Financial Covenant Testing Satisfaction Event.