material having any constituent elements displaying any of the foregoing characteristics, including but not limited to any medical or biological waste, petroleum product or byproduct, asbestos,
lead, polychlorinated biphenyls or any substance, waste or material regulated, categorized, or controlled pursuant to any Environmental Law based on its dangerous or deleterious properties.
HIPAA
means, collectively, the Health Insurance Portability and Accountability Act of 1996, Public Law
104-191,
as amended by the Health Information Technology for Economic and Clinical Health Act, enacted as Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law
111-5,
and their implementing regulations, including but not limited to, the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E, the
Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A and C, and the Notification of Breach of Unsecured Protected Health Information requirements at 45 C.F.R. Part 160 and
Part 164, Subpart D.
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Independent Contractor
means any independent contractor, director or consultant (other than an employee) of the Company or
a Subsidiary of the Company.
Intellectual Property Rights
means any and all (i) trademarks, service marks, trade
names, business marks, brand names, certification marks, trade dress, logos, corporate names, trade styles, domain names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and
applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application (
Trademarks
), (ii) national and multinational statutory invention registrations,
patents and patent applications issued or applied for in any jurisdiction, including all certificates of invention, provisionals, nonprovisionals, substitutions, divisionals, continuations,
continuations-in-part,
reissues, renewals, extensions, supplementary protection certificates, reexaminations, patents of addition, utility models, inventors certificates and the equivalents of any of
the foregoing in any jurisdiction, and all inventions disclosed in each such registration, patent or patent application (
Patents
), (iii) Trade Secrets, technical data, specifications, processes, methods, knowledge, experience,
formulae, skills, techniques, schematics, drawings, blue prints, utility models, designs, technology, software, inventions, discoveries, ideas and improvements, including manufacturing information and processes, assays, engineering and other manuals
and drawings, standard operating procedures, flow diagrams, regulatory, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, safety, quality assurance, quality control and clinical data, technical information, research
records and similar data and information, (iv) writings and other works (including literary, pictorial and graphic works), whether copyrightable or not, in any jurisdiction (domestic and foreign), and any and all copyright rights, whether
registered or not, and registrations or applications for registration of copyrights in any jurisdiction (domestic and foreign), and any renewals or extensions thereof (
Copyrights
), (v) moral rights, sui generis database rights,
design rights, industrial property rights, publicity rights and rights of personality, (vi) all forms and types of computer software (including source code, object code, firmware, development tools, files, records and technical data, and all
documentation related to any of the foregoing), and (vii) other intellectual property or proprietary rights.
IRS
means the Internal Revenue Service.
IT Assets
means computers, computer software, firmware, middleware, servers,
workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation owned by the Company or its Subsidiaries or licensed or leased by the Company or its Subsidiaries.
Key Employee
means any Company Employee identified by Parent in a notice to the Company prior to the Effective Time.
A-5