Hazardous Materials means any chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental Authority or that may give rise to liability under any Environmental Laws.
Hazardous Materials Activity means any past, current, proposed or threatened activity, event or occurrence involving
any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.
HCR Lender means, collectively, HEALTHCARE ROYALTY PARTNERS III, L.P., HEALTHCARE ROYALTY PARTNERS IV, L.P., HCRX
INVESTMENTS HOLDCO, L.P., HCR CANARY FUND, L.P., and HCR MOLAG FUND, L.P.
HCR Loan means the Term Loan made by the HCR
Lender hereunder on the Closing Date, which shall be made as a cashless exchange of Term Loans in exchange for satisfaction of an equal amount of the Companys existing obligations to HCR Lender under the Healthcare Royalty Partners Facility,
as set forth herein and in the Closing Date HCR Facility Amendment.
Healthcare Laws means all foreign, federal, state
and local healthcare Requirements of Law, including, without limitation, the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims Act (42 U.S.C. §§ 1320a-7b(a)), all criminal laws relating to
health care fraud and abuse, including but not limited to 18 U.S.C. §§ 286, 287, 1035, 1347, 1349 and the health care fraud criminal provisions under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d
et seq.) (HIPAA), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a), HIPAA, as amended by the
Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), any other Requirement of Law pertaining to
or governing a government healthcare program, the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.), the regulations promulgated pursuant to such Requirements of Law, and any similar foreign, federal, state and local
Requirements of Law, including the collection and reporting requirements, and the processing of any applicable rebate, chargeback or adjustment, under applicable rules and regulations relating to the Medicaid Drug Rebate Program (42 U.S.C. § 1396r-8) and any state supplemental rebate program, Medicare average sales price reporting (42 U.S.C. § 1395w-3a), the Public Health Service Act (42 U.S.C. § 256b),
the VA Federal Supply Schedule (38 U.S.C. § 8126) or under any state pharmaceutical assistance program or U.S. Department of Veterans Affairs agreement, and any successor government programs.
Healthcare Royalty Partners Facility means the facility provided pursuant to that certain Revenue Interest Financing
Agreement, dated September 14, 2019, among the Company, HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCR Canary Fund, L.P. and HCR Molag Fund, L.P., as investors, Healthcare Royalty Management, LLC as investor
representative and HCR Karyopharm SPV, LLC as the collateral agent, as
20