definiens: means : ( i ) the Closing Profit and Loss Statement ; ( ii ) the Closing Inventory Report ; and ( iii ) the Closing Accounts Receivable Report ; means 9:00 a.m. Toronto time on the Closing Date or such other time on the Closing Date as the Parties agree that the Closing shall take place ; has the meaning ascribed thereto in Section 3.8.1 ; means any collective agreement, letter of understanding, letter of intent or other written communication with any labour union or employee association that governs the terms and conditions of employment of any of the Offered Employees ; means reasonable efforts and resources at least equal to those normally used by an ethical pharmaceutical company under similar circumstances as those affecting the Purchaser in Canada for a compound, formulation or product owned by it or to which it has rights, which has a similar market potential at a similar state in its product life to the Product, taking into account the formulations for the Product, the manufacture of the Product, the competitiveness of the marketplace of the Product, the proprietary positions held in respect of the Product and any infringement or threat of infringement thereof, the applicable regulatory structures and requirements applicable to the Product, the clinical and pre - clinical study results pertaining to the Product, time and cost of completion of development of the Product, the actual and anticipated market penetration of the Product, the profitability of the Product, the size and location of the subject market for the Product within Canada and any other relevant factors, as would be determined by an experienced Canadian pharmaceutical marketing professional, under similar circumstances as those affecting the Purchaser, in its reasonable discretion ; means any consent, approval, permit, amendment, restatement, waiver, ruling, exemption, or acknowledgement, on terms that are satisfactory to the Purchaser, including : CH02 ! 22304967.3 ( a ) any that should have been obtained in respect of any contracts related to the Products for a previous transaction, event or occurrence for which the consent of any other person(s ) ( including any previous licensors ) was required ; and ( b ) any that : ( i ) is required from any person ( other than the Vendor ) under the terms of any Contract issued to or for the benefit of the Vendor ; or ( ii ) is requested by the Purchaser ; or ( iii ) is required by the other party(ies ) to the Contract as a condition of their consent and approval ; in connection with the sale, assignment and transfer of the Purchased 5