definiens: means the budget of the Group for the period 1 January 2012 to 31 December 2012 in the AgreedForm ; means the budget for the 2012 Cash EBITDA as set out in the 2012 Budget ; means an amount of US$ 5.2 million in respect of a change of accounting treatment byAI ; means : ( a)the unaudited balance sheet of APH4 and the audited consolidated balance sheet of APH4 ; ( b)the unaudited profit and loss account of APH4 and the audited consolidated profit and loss account of APH4;and ( c)the unaudited cash flow statement of APH4 and the audited consolidated cash flow statement of APH4,for each of the two ( 2 ) accounting reference periods ending on the Balance Sheet Date and includes all notes theretoand the related directors ’ report and, where relevant, auditor ’s report ; means the amount of any Transaction Costs which as at theCompletion Date are obligations ( whether or not due and payable ) of a Group Company and which have not been paidby a Group Company or reimbursed by any member of the Vendor Group or an Indirect Interest Holder Group on orprior to the Completion Date and, for the avoidance of doubt, excluding any Transaction Costs included in the PaidCompany Transaction Costs Amount ; means the amount of any West - related Transaction Costs which, as at the Completion Date, are obligations ( whether or not due and payable ) of a Group Company and which have notbeen paid by a Group Company or reimbursed by the Purchaser on or prior to the Completion Date ; means any offer or proposal concerning any : 2 ( a)merger, consolidation, business combination, or similar transaction involving any Group Company or any ofthe shares or other interests in EquityCo, any member of the Vendor Group, the Interests, the AI Payable orthe Debt Rights ; ( b)sale, lease or other disposition, directly or indirectly, by merger, consolidation, business combination, shareexchange, joint venture, or otherwise of assets of any member of the Vendor Group or any Group Companyfor total consideration ( in cash or otherwise ) in excess of € 50 million, other than sales of the Group ’s productsmade in the ordinary course of business ; ( c)issuance, sale, transfer or other disposition of ( including by way of merger, consolidation, businesscombination, share exchange, joint venture or any similar transaction ) securities ( or options, rights orwarrants to purchase, or securities convertible into or exchangeable for such securities ) representing any ofthe Interests, the AI Payable or the Debt Rights or any member of the Vendor Group, in each case other thanwhere all the persons concerned are Group Companies ; ( d)transaction in which any person shall acquire beneficial ownership, or the right to acquire beneficialownership ( or any group which has been formed which beneficially owns or has the right to acquire beneficialownership ) of any of the Interests, the AI Payable or the Debt Rights or any shares or other interests in anymember of the Vendor Group ; or ( e)any combination of the foregoing ( other than the Transaction),excluding any action taken pursuant to the Pre - Completion Restructuring ; means [COMPANY] Deutschland GmbH & Co. KG, a limited partnership ( Kommanditgesellschaft ) organised underthe laws of the Federal Republic of Germany having its business address at Willy - Brandt - Allee 2, D-81829 München, Germany, which is registered in the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Münchenunder HRA 96731 ( formerly registered in the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) ofDüsseldorf under HRA 16388 ) ; means all rights of the Vendor in, to and under the intra group loan agreement between ADEand the Vendor as amended and restated on 30 November 2011 in an aggregate principal amount of € 30 million andwith an outstanding principal balance of € 30 million at 31 December 2011 and 31 March 2012 ; means the account to be established by the Adjustment Escrow Agent in the InterimPeriod in the name of DB ; means JP Morgan Chase Bank, N.A., London Branch ; means the escrow agreement to be entered into between the Adjustment EscrowAgent, the Purchaser and the Primary Indirect Interest Holders at Completion relating to the Adjustment EscrowAccount in the Agreed Form ; means € 25 million ; means the period commencing on and including the Completion Date andending on the date prior to the date of payment of an amount from the Adjustment Escrow Account ; means all rights of the Vendor in, to and under the intra group loan agreement betweenActavis Eignarhaldsfélag ehf . and the Vendor as amended 3and restated on 30 November 2011 in an aggregate principal amount of € 1,069,718,888 and with an outstandingprincipal balance ( including accrued capitalised interest ) of € 1,156,204,149 at 31 December 2011 and € 1,176,673,033at 31 March 2012 ; means [COMPANY] Elizabeth LLC ; means, in relation to a person, a subsidiary undertaking of that person or a parent undertaking of thatperson or an Affiliate ( within this definition ) of such parent undertaking or any other subsidiary undertaking of thatparent undertaking or any other person that Controls, is Controlled by, or is under common Control with such person, provided that, with respect to : ( a)DB, Landsbanki and ALMC, its Affiliates shall exclude any Excluded Affiliates ; and ( b)Nitrogen, Affiliates shall include, for the avoidance of doubt, its majority direct shareholder, NitrogenInvestments Ltd, and be deemed to include its majority ultimate beneficial owner, Björgólfur ThorBjörgólfsson, and always provided that no Indirect Interest Holder or its Affiliates shall, based on any relationship to anotherIndirect Interest Holder existing as at the date of this Agreement, be regarded as an Affiliate of another Indirect InterestHolder or the Vendor or the Vendor Group Companies or the Group Companies ; means [COMPANY] Group hf ., a company incorporated in Iceland with registered number 500269 - 7319 and havingits registered office at Reykjavíkurvegi 76 - 78, 220 Hafnarfirði, Iceland, further particulars of which are set out in Part 2of Schedule 2 ( Particulars of the Subsidiaries ) ; means all rights of the Vendor in, to and under : ( a)the intra group loan agreement between AGH and the Vendor as amended and restated on 30 November 2011 in aggregate principal amounts of € 945,488,257.11 and US$ 200 million and with an outstanding principalbalance of € 945,488,257.11 and US$ 200 million at 31 December 2011 and 31 March 2012 ; ( b)the intra group loan agreement between AGH and the Vendor as amended and restated on 30 November 2011 in an aggregate principal amount of € 25 million and with an outstanding principal balance of € 25 million at31 December 2011 and 31 March 2012 ; ( c)the intra group loan agreement between AGH and the Vendor as amended and restated on 30 November 2011 in an aggregate principal amount of € 209,000,370.91 and with an outstanding principal balance ( includingaccrued capitalized interest ) of € 235,992,689 at 31 December 2011 and € 242,557,257 at 31 March 2012 ; ( d)the intra group loan agreement between AGH and the Vendor as amended and restated on 30 November 2011 in an aggregate principal amount of € 1,330,281,112 and with an outstanding principal balance ( includingaccrued capitalized interest ) of € 1,437,832,460 at 31 December 2011 and € 1,463,287,157 at 31 March 2012;and ( e)the RCF Intra Group Loan Agreement with an outstanding principal balance of € 18 million andUS$145,372,250 at 31 December 2011, and € 30 million and US$ 145,372,250 at 31 March 2012 ; 4 means, in relation to a document, the form of that document initialled by or on behalf of each of theparties ( including by such party ’s legal advisers ) for identification ; means 5 % per annum, compounded annually ; means [COMPANY] Inc. a Delaware corporation with registered number 3996391, further particulars of which are setout in Part 1 of Schedule 2 ( Particulars of the Target Companies and the Subsidiaries ) ; means the Vendor ’s obligations pursuant to the note to be issued by the Vendor to [COMPANY] Group PTCehf . for a principal amount as determined in accordance with the Pre - Completion Restructuring in connection with thesale by [COMPANY] Group PTC ehf . in consideration for the sale of the shares in AI by [COMPANY] Group PTC ehf . to theVendor on or prior to the Completion Date pursuant to the Pre - Completion Restructuring ; means the 2,000 shares of capital stock of $ 1.00 each in AI ; has the meaning given in paragraph 3.1(g ) of Schedule 3 ( Interim Period Obligations ) ; means the Conditions set out in Clauses 4.1(a ) ( EC Merger Regulation Filing ), 4.1(b ) ( HSRFiling ), 4.1(c ) ( Brazilian Competition Filing ) and 4.1(d ) ( Russian, Serbian, Turkish and Ukraine CompetitionFilings ) ; means [COMPANY] Pharma Holding 4 ehf ., a company incorporated in Iceland with registered number 650407 - 0910 and having its registered office at Reykjavíkurvegi 76 - 78, 220 Hafnarfirði, Iceland, further particulars of whichare set out in Part 1 of Schedule 2 ( Particulars of the Target Companies and the Subsidiaries ) ; means APH4 and each of its subsidiaries ; means any member of the APH4 Group ; means all rights of the Vendor in, to and under the intra group loan agreement betweenAPH4 and the Vendor as amended and restated on 30 November 2011 in an aggregate principal amount of€2,205,483,063.27 and with outstanding principal balance ( including accrued capitalized interest ) of € 2,490,320,354at 31 December 2011 and € 2,559,593,169 at 31 March 2012 ; means the 1,696,409 shares of ISK 1 each in APH4 ; has the meaning given in Schedule 3 ( Interim Period Obligations ), paragraph 1.1(e)(viii ) ; means [COMPANY] S.à r.l, a company incorporated in Luxembourg with registered number B154827 and having itsregistered office at 6c, Rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg, further particulars of which are set outin Part 1 of Schedule 2 ( Particulars of the Target Companies and the Subsidiaries ) ; means : ( a)the unaudited balance sheet of AS ; ( b)the unaudited profit and loss account of AS ; and 5 ( c)the unaudited cash flow statement of AS, for each of the two ( 2 ) accounting reference periods ending on the Balance Sheet Date and includes all notes theretoand the related directors ’ report ; means the 12,400 shares of € 1.00 each in AS ; means the agreement to be entered into between the Purchaser Guarantor, [COMPANY] GroupPTC ehf . and the Vendor, pursuant to which the Purchaser Guarantor will assume the AI Payable ; means any competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising body, authority, agency, board, department, court or tribunal of anyjurisdiction and whether supranational, national, regional or local ; means the settlement agreement entered into on 19 March 2012 between AI, AE LLC, [COMPANY] Mid Atlantic LLC and the State of Illinois, acting through the Attorney General of the State of Illinois, LisaMadigan, relating to average wholesale pricing ; means liabilities arising out of the AWP Settlements, the AWP Wisconsin Case and any future legalactions brought against members of the Group in the United States of America whether by an Attorney General of aState, by a city, by a County or other government institution, by the Federal Department of Justice, through privaterelators or otherwise, relating to alleged fraudulent pricing practices or pricing practices under Medicare and/or stateMedicaid Programs and whether relating to average wholesale prices or wholesale acquisition costs or otherwise ; means the AWP Ven - A - Care Settlement, the AWP Texas Settlement and the AWP IllinoisSettlement ; means the settlement agreement and release entered into on 13 December 2011 between AI, AE LLC, [COMPANY] Mid Atlantic LLC, Ven - A - Care of the Florida Keys, Inc., the State of Texas and Thomas Suehs in hisofficial capacity as executive director of the Texas Health and Human Services Commission relating to averagewholesale pricing ; means the settlement agreement and release entered into as of 26 December 2011between AI, AE LLC, [COMPANY] Mid Atlantic LLC, Ven - A - Care of the Florida Keys, Inc., Zachary T. Bentley, T. MarkJones, Luis E. Cobo, John Lockwood M.D., the State of Florida, the State of Iowa, the State of South Carolina and theCity of New York, all New York counties who were plaintiffs in MDL 1456 and Erie, Oswego and Schenectadycounties and the State of New York relating to average wholesale pricing ; means case number 2011CV0005544 in the Circuit Court of Dane County in the State ofWisconsin relating to average wholesale pricing filed by the State of Wisconsin and Bauer & Bach LLC against, amongst others, Group Companies and any settlement entered into by Group Companies in relation hereto ; has the meaning given in Clause 3.5 ; means 31 December 2011 ; has the meaning given in Clause 11.1 ; 6 means all and any of the following : the United States Foreign Corrupt Practices Act of 1977;the Organization For Economic Co - operation and Development Convention on Combating Bribery of Foreign PublicOfficials in International Business Transactions and related implementing legislation ; the relevant common law orlegislation in England and Wales relating to bribery and/or corruption, including, the Public Bodies Corrupt PracticesAct 1889 ; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and theAnti - Terrorism, Crime and Security Act 2001 ; the Bribery Act 2010 ; the Proceeds of Crime Act 2002 ; and any anti - bribery or anti - corruption related provisions in criminal and anti - competition laws and/or anti - bribery, anti - corruptionand / or anti - money laundering laws of any jurisdiction in which the Group operates ; means the estimated net sales of a product in 2012 that is marketed or is expected to bemarketed less the estimated 2012 cost of goods sold ( including the cost of free goods ) of that product as estimated bythe Group, for products that it owns, sells, markets, licenses, or otherwise derives revenue from or expects to deriverevenue from in 2012 as of the date of this Agreement, or by the Purchaser Group, for products that it owns, sells, markets, licenses, or otherwise derives revenue from or expects to derive revenue from in 2012 as of the date of thisAgreement ; means a day ( other than a Saturday or Sunday ) on which banks in the City of London ( UK ), New York(US ) and Zug ( Switzerland ) are open for ordinary banking business ; has the meaning given in paragraph 19.2 of Schedule 5 ( Vendor Warranties ) ; means close of business on the day immediately prior to the Completion Date ; means the aggregate of : ( a)the Paid Company Transaction Costs Amount ; ( b)cash in hand, cash credited to any account with a financial institution or cash equivalents, held by each GroupCompany as at the Calculation Date as shown in the books of the Group Companies ; ( c)the amount of any Leakage knowingly taken into account in the Completion Statement pursuant toClause 3.21(a ) ; and ( d)the Completion Payable Amount ( to the extent actually paid);minus the sum of : ( i)Overdue Interest ; ( ii)any amounts due and payable but not paid relating to the Gabapentin Settlements and/or the AWPSettlements which were budgeted to be paid in the 2012 Budget ; and ( iii)Trapped Cash ; has the meaning given in Clause 5.16(b ) ; has the meaning given in Clause 5.16(c ) ; 7 means any claim by the Purchaser for breach of any of the Warranties, other than any Tax Warranty ; has the meaning given in Clause 4.4 ; has the meaning given in Clause 4.4 ; has the meaning given in Clause 5.24(a ) ; means all claims in respect of Leakage, where the aggregate of all Leakage claimsnotified before the Leakage Termination Date is more than any reduction of the Final Cash Consideration caused bysuch claims ; means a matter, event, development, change or occurrence ( a ) either alone or in combination that occurs or materialises in the Interim Period and results in, or can bereasonably expected to result in, a material adverse effect on the business, results of operations or the financialcondition of the Group ( taken as a whole ) ; provided that no Company Event to the extent it arises out of, inconnection with or resulting from an External Event shall be deemed to constitute or contribute to a CompanyMaterial Adverse Effect ; means € 4,000,000,000 ; means completion of the sale and purchase of the Interests and the assumption of the AI Payable inaccordance with Clause 6 ( Completion ) ; means Cash Balances on the Calculation Date, as shown in the Completion Statement ; means the amount, if any, by which the Target Completion Cash Amountexceeds the Completion Cash Amount ; means the amount ( if any ) by which the Completion Cash Amount exceeds the sum of€40 million less Paid West - related Transaction Costs ; means the date on which Completion takes place ; means all amounts other than principal ( including interest expected to accrue up toand including the Completion Date ) under limbs ( a ), ( b ) and ( e ) of the definition of the AGH Intra Group Debt and theADE Intra Group Debt that will become due and payable as a result of Completion and as notified to the Purchaser atleast one Business Day prior to the Calculation Date ( but, for the avoidance of doubt, not any Overdue Interest ) ; has the meaning given in paragraph 2.4 of Schedule 10 ( Completion Statement ) ; means one half of the amount of Transfer Taxes payable in connection withthis Agreement and the transactions contemplated hereby, excluding any Transfer Taxes which would not have arisenbut for the transactions comprising the Pre - Completion Restructuring or any transaction carried out pursuant toparagraph 1.1(g ) or ( h ) of Schedule 3 ( Interim Period Obligations ) and any interest or penalties which would not havearisen but for ( i ) the unreasonable default or delay of any member of the Purchaser Group ; or ( ii ) a failure by theVendor to comply with its obligations under paragraph 5.2 of Schedule 9 ( Tax Covenant ) ; 8 has the meaning given in Clause 8.2 ; means, with respect to the Financing Information, that : ( a)to the extent relating to the Group, such Financing Information has been updated so as to not contain anyuntrue statement of a material fact or omit to state any material fact necessary in order to make such FinancingInformation, in light of the circumstances under which such statements were made, not misleading ; ( b)the Group ’s auditors have not withdrawn any audit opinion with respect to any of the Group Accountscontained in the Financing Information ; ( c)such Financing Information contains the financial and other information with respect to the Group that wouldbe required to be included in a registration statement ( in compliance with securities Laws ) relating to a sale ofdebt securities by the Purchaser Guarantor in relation to the Transaction ; and ( d)the Group ’s auditors have delivered drafts of customary comfort letters ( including customary negativeassurance comfort with respect to periods following the end of the latest fiscal year or fiscal quarter for whichhistorical financial statements are included in the Marketing Material, it being understood that such negativeassurance shall not be required to be based on monthly financial statements ), and such auditors haveconfirmed they not aware of any material impediment to issue any such comfort letter upon each of anypricing date occurring during the Marketing Period and any closing date occurring during the MarketingPeriod ; provided that such comfort letter shall not be required to contain statements relating to information inthe Marketing Material that is not contained in or derived solely from the audited annual financial statementsand reviewed quarterly financial statements provided as part of the Financing Information ; provided that tothe extent that such drafts of customary comfort letters have not been provided prior to 29 January 2013, theVendor shall be deemed to have complied with this paragraph ( d ) so long as the Vendor has complied with itsobligations in paragraph 1.1(f)(vi ) of Schedule 3 ( Interim Period Obligations ) ; means the conditions set out in Clause 4.1 ; has the meaning given in Clause 14.1 ; has the meaning given in paragraph 2.3 of Schedule 10 ( Completion Statement ) ; means the amount, calculated as set out in Schedule 12, which shall be used to determinethe Stock Consideration or, if applicable, the amount contemplated by Clause 4.7 ; has the meaning given in section 38 of the U.K. Pensions Act 2004 ; means in relation to an undertaking, the power of a person ( directly or indirectly ) to secure that the affairsof the undertaking are conducted in accordance with the wishes of that person : ( a)by means of the holding of shares, or the possession of voting power, in or in relation to that or any otherundertaking ; or 9 ( b)by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other undertaking ; has the meaning given in Clause 5.2 ; means the electronic Data Room set up for the purposes of the Transaction and maintained by MerrillCorporation, copies of which are on hard disk drives labelled for identification purposes on behalf of the Vendor andthe Purchaser ; means the : ( a)Senior Facilities Agreement ; ( b)PIK facility agreement between, amongst others, [COMPANY] PIK S.à r.l . ( as borrower ) and DB ( as agent, securityagent and original lender ) ( the ) ; and ( c)subordinated debt facility agreement between, amongst others, [COMPANY] New S.à r.l . and DB ( the),in each case, dated 14 September 2007 and as amended, restated and novated from time to time, whether before or afterthe date of this Agreement ; means the disclosure letter dated the date hereof, written and delivered by or on behalf of DBto the Purchaser immediately before the signing of this Agreement ; means any and all services that DB or any of its Affiliates may provide to the Purchaser orany of its Affiliates ( other than, for the avoidance of doubt, pursuant to the Transaction Documents ) ; means the Revolving Facility ( as defined in the Senior Facilities Agreement ) ; means all rights of DB in, to and under the DB Facilities ; means Henrik Aslaksen, Anthony Whittemore, Julien Fouter, Darren Campili, Joe Dupere, Hilary Halper, Philipp Haid, Fabian Wesemann, Emily Brown, David McDiarmid, Bill Frauen, Craig Hoepfl, JonathanKrissel, Fabrizio Campelli, Philipp von Girsewald, Enrico Sanna and any other DB personnel who become aware of therestrictions imposed on DB pursuant to this Agreement pursuant to DB ’s system ; means the disclosure letter to be dated on the Completion Date, written anddelivered by or on behalf of DB to the Purchaser immediately before Completion, disclosing only specific facts, matters or circumstances that have occurred or arisen during the Interim Period ; means the debt commitment letter dated on or about the date of this Agreement providedto the Vendor, as amended, supplemented or replaced in accordance with the terms of this Agreement, pursuant towhich the Financing Sources, subject to the conditions set forth therein, have agreed to provide or cause to beprovided for the Debt Financing ; means the DB Facilities, the Glitnir Facility and the Landsbanki Facility ; 10 means the joint fee letter ( as redacted ) dated on or about the date of this Agreement provided to theVendor, as referenced in the Debt Commitment Letter ; means the debt financing incurred or intended to be incurred pursuant to the Debt CommitmentLetter ( or the Alternative Financing if the Purchaser Guarantor is required to obtain such Alternative Financing inaccordance with paragraph 3 of Schedule 3 ( Interim Period Obligations ) ) ; means the following documents and certificates contemplated by the Debt Financing : ( a)the Debt Fee Letter and all credit agreements, loan documents, purchase agreements, underwriting agreements, indentures, debentures, notes and other definitive agreements entered into pursuant to which the DebtFinancing will be governed or as contemplated by the Debt Commitment Letter and the Debt Fee Letter ; ( b)officer, secretary and solvency certificates, corporate organizational documents, good standing certificates, and resolutions in relation to the Group contemplated by the Debt Commitment Letter or reasonablyrequested by the Purchaser or the Financing Sources ; ( c)documents reasonably requested by the Purchaser or the Financing Sources relating to the repayment of anyindebtedness or other obligations of any Group Company to be repaid on the Completion Date and therelease of related liens, including customary payoff letters and ( to the extent required ) evidence that notice ofsuch repayment has been timely delivered to the holders of such debt ; and ( d)all documentation and other information required by bank regulatory authorities under applicable and anti - money laundering rules and regulations, including the PATRIOT Act ; means the Glitnir Rights, the Landsbanki Rights and the DB Rights ; means the agreement to be entered into by the Purchaser, the Vendor Group and the IndirectInterest Holders, pursuant to which, subject to and conditional upon Completion having occurred, the Purchaser willagree to novations of certain of the obligations of the Vendor under this Agreement, in the Agreed Form ; means an Event of Default as defined in the Senior Facilities Agreement, the PIK Facility Agreement or theSubordinated Facility Agreement ; has the meaning given in Clause 5.16(c ) ; means ( as applicable ): ( a)in respect of the Signing Warranties, matters fairly disclosed in this Agreement, the Disclosure Documents orthe Vendor ’s Disclosure Letter ; ( b)in respect of the Completion Warranties, matters fairly disclosed in this Agreement, the Disclosure Documents, the Vendor ’s Disclosure Letter or the Vendor ’s Updated Disclosure Letter ; ( c)in respect of the Purchaser Group Warranties, matters fairly disclosed in this Agreement or the Purchaser’sDisclosure Letter ; or 11 ( d)in respect of the warranties given pursuant to Clauses 8.7 and 8.8, matters fairly disclosed in this Agreement ; means the documents specifically referenced in the Vendor ’s Disclosure Letter that arecontained in the Data Room or annexed to the Vendor ’s Disclosure Letter ; has the meaning given in Clause 29.3 ; means the event in which the sum of the Product Gross Margin Effects of allproducts ( specifically, Group Products and Purchaser Products ) that are divested in order to satisfy the Anti - trustConditions, if deducted from the Group ’s 2012 Budgeted Cash EBITDA would have a material adverse effect on thebusiness, results of operations or the financial condition of the Group ( taken as a whole ) ; for the purposes of thisAgreement and of determining the occurrence of a Divestiture Material Adverse Effect, the Product Gross MarginEffect of Kadian ®, the Group Product generic equivalent of Kadian ®, and the Purchaser Product generic equivalent ofKadian ® all equal zero ( 0 ) ; has the meaning given in paragraph 2.1 of Schedule 10 ( Completion Statement ) ; has the meaning given in paragraph 2.1 of Schedule 10 ( CompletionStatement ) ; means the value of Trade Receivables as at the Calculation Date ( minus the amount within Trade Receivablesattributable to VAT ) divided by the sum of the total Revenue ( Net Sales plus Other Income ) for the previous three(3 ) months and multiplied by the exact number of days in the previous three ( 3 ) months ; means Revenue for the Group in the 90 days prior to the Calculation Date divided by 90 ; means DSO calculated as at the Calculation Date ; means where : ( a)DSO Completion Days are less than 68, the number of days less than 68 ; or ( b)DSO Completion Days are greater than 80, the number of days in excess of 80 ; means, expressed in euros, DSO Range Days multiplied by the DSO Adjuster ; means any amount due to the Purchaser following : ( a)a Claim, Tax Warranty Claim or Specified Claim being settled in accordance with Clause 9 ( Warranty EscrowAccount ) ; ( b)an Interim Covenant Claim or Specified Claim being settled in accordance with Clause 10 ( Interim CovenantEscrow Account ) ; ( c)a Contingent Consideration Claim being settled in accordance with Schedule 12 ( Contingent Consideration);or 12 ( d)a claim under Schedule 9 ( Tax Covenant ) to the extent of the payment which the Vendor is actually liable tomake ; means the property located at 200 Elmora Ave, Elizabeth, New Jersey, USA including allapplicable structures and improvements ; means the individuals employed by any of the Group Companies ; means any interest or equity of any person ( including any right to acquire, option or right of pre - emption ), any mortgage, charge, pledge, lien, assignment, hypothecation, security interest ( including any created byLaw ), title retention or other security agreement or arrangement ; means the termination of this Agreement pursuant to Clauses 5.18 or 5.19 ; means any and all debts, losses, loss of profits, liabilities, claims, damages, fines, costs, royalties, deficiencies or obligations of any nature, whether known or unknown, absolute, accrued, contingent orotherwise and whether due or to become due and any out - of - pocket costs, fees and expenses ( including attorneys’,accountants ’, consultants ’ or other fees and expenses ) ; means [COMPANY] Equity S.à r.l ., a company incorporated in the Grand Duchy of Luxembourg with registerednumber B152924 and having its registered office at 6c, Rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg ; means the Adjustment Escrow Account, the Contingent Consideration Escrow Account, theInterim Covenant Escrow Account and the Warranty Escrow Account ; has the meaning given in paragraph 1.1(a ) of Schedule 10 ( CompletionStatement ) ; means the amount, if any, by which the Target Completion CashAmount exceeds the Estimated Completion Cash Amount ; means the amount ( if any ) by which the Estimated Completion Cash Amountexceeds the Target Completion Cash Amount ; has the meaning given in paragraph 1.1(e ) of Schedule 10(Completion Statement ) ; has the meaning given in paragraph 1.1(c ) of Schedule 10 ( CompletionStatement ) ; means the amount, if any, by which the Target Net WorkingCapital Amount exceeds the aggregate of the Estimated Net Working Capital Amount plus the Estimated CompletionCash Excess ( if any ) ; has the meaning given in paragraph 1.1(d ) of Schedule 10(Completion Statement ) ; means the amount, if any, by which the Revolving Debt Amount exceeds theTarget Revolving Debt Amount and, for the avoidance of doubt, if the Target Revolving Debt Amount exceeds theRevolving Debt Amount, then the Excess Revolving Debt Amount shall be € 0 ; 13 means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder ; means, with respect to a particular currency for a particular day, the closing mid - point spot rate ofexchange for that currency into euros on such date as provided by Thomson Reuters via the Reuters DSS ( DatascopeSelect ) platform or, where no such rate is provided in respect of that currency for such date, at the mid - point spot rateof exchange rate quoted by HSBC Bank plc as at the close of business in London as at such date ; means any subsidiary undertaking of a party that would be an Affiliate but where such party’sinterest in the undertaking : ( a)is restricted to managing or advising funds which have invested in such undertaking ; or ( b)does not involve the exercise of day to day control ( directly or indirectly ) over the operation or business ofsuch Affiliate ; means the CEO – Claudio Albrecht, the Deputy CEO – Peter Prock and each of the executive vicepresidents of the Group, being Mark Keatley, Doug Boothe, Gudbjorg Edda Eggersdottir, Frank Staud, Guðrun SEyjolfsdottir, Gunnar Beinteinsson, Roy Papatheodorou, Stefan Jokull Sveinsson, Hordur Thorhallsson, Jeff Rope, Lars Ramneborn, Valur Ragnarsson and Wolter Kuizinga ; means : ( a)the indemnity provided by AS in favour of Stefan Jokull Sveinsson pursuant to an indemnity agreementbetween AS and Stefan Jokull Sveinsson ; ( b)the indemnity provided by AGH in favour of Mark Keatley pursuant to Mark Keatley ’s service agreement;and ( c)the guarantee from [COMPANY] Group PTC ehf . to Landsbanki in respect of a loan between Landsbanki andGunnar Agust Beinteinsson ; means any event, development, change or occurrence comprising, resulting from, contemplated byor attributable to ( either alone or in combination ): ( a)a change in general economic conditions or outlook, financial, credit or securities markets or political orregulatory conditions, whether globally or in any country or market, including changes in interest rates, otherthan changes that adversely affect the Group ( taken as a whole ) or ( but only in relation to determiningwhether there has been a Purchaser Material Adverse Effect ) the Purchaser Group ( taken as a whole ) in adisproportionate manner relative to other participants in the pharmaceutical or the generic pharmaceuticalindustry in the relevant country or market ; ( b)changes, occurrences or developments, including changes in or the adoption of new Law or the interpretationor enforcement thereof or the adoption of new regulations in respect of or changes in interpretation ofexisting Law, in each case affecting the pharmaceutical industry or the generic pharmaceutical industrygenerally, other than changes that adversely affect the Group ( taken as a whole ) or ( but only in relation todetermining whether there has been a Purchaser Material Adverse Effect ) the Purchaser Group ( taken as awhole ) in a disproportionate manner relative to other participants in the pharmaceutical or the genericpharmaceutical industry in the relevant country or market ; 14 ( c)any changes in IFRS or other accounting standards, or authoritative interpretations thereof which a GroupCompany is subject to ; ( d)a publication of, or change in, securities or industry analyst projections, credit ratings, forecasts, estimates orrecommendations in respect of the Purchaser, in and of itself, but not any event, development, change oroccurrence ( other than an External Event ) causing such change or publication ; ( e)a change in the market price or trading volume of the shares or other securities of the Purchaser, in and ofitself, but not any event, development, change or occurrence ( other than an External Event ) causing suchchange ; ( f)a change attributable to currency exchange rate fluctuations ; ( g)the negotiation, execution, announcement, pendency or consummation of this Agreement and thetransactions contemplated hereby, including to the extent of any impact thereof on relationships, contractualor otherwise, with any customers, suppliers, financing sources, licensees, licensors, distributors, partners oremployees, as well as any actions, disputes or litigation arising therefrom or in connection therewith, or thecompliance with this Agreement, or the identity of the Purchaser ( including any communication or disclosureby the Purchaser or its Representatives regarding the Purchaser ’s plans or intentions with respect to theconduct of the business of the Group ), provided that no event, development, change or occurrence arisingfrom, related to or in connection with a breach of any warranty or covenant in this Agreement by thePurchaser shall be deemed an External Event in relation to a Purchaser Material Adverse Effect and no event, development, change or occurrence arising from, related to or in connection with a breach of any warranty orcovenant in this Agreement by the Vendor or any Indirect Interest Holder shall be deemed an External Eventin relation to a Company Material Adverse Effect ; ( h)any act of terrorism or war ( whether threatened, pending or declared ) or act of civil disturbance, any armedconflict or similar calamity or any escalation or worsening of any of the same or any natural disaster ; or ( i)any divestiture, agreement or other action or remedy required by any Authority as a condition of obtainingmerger control clearances or other approvals, which are required to enable the Transaction to be completed ; means the U.S. Food and Drug Administration, or a successor entity ; has the meaning given in Clause 3.1(a ) ; has the meaning given in section 43 of the U.K. Pensions Act 2004 ; means all information with respect to the business, operations, financial condition, projections and prospects of the Group as may be reasonably requested by the Purchaser or the Financing Sources:(x ) to facilitate the preparation of an information memorandum and an offering document for an offering registered orexempt from registration under the Securities Act for debt of or notes issued by the Purchaser Guarantor ; or ( y ) as mayotherwise be required to be delivered to satisfy a condition precedent under the Debt Commitment Letter ; providedthat, with respect to any such 15information required pursuant to ( y ), the provision of such information would not unreasonably interfere with theGroup ’s business or operations . Such information shall include : ( a)(i ) IFRS audited ( under generally accepted auditing standards in the United States ) financial statements(including footnote disclosures ), including consolidated balance sheets and related statements of income andcash flows of the Group for the three ( 3 ) most recently completed fiscal years ended at least 90 days prior tothe Completion Date ; ( ii ) IFRS unaudited consolidated balance sheets and related statements of income andcash flows of the Group for each fiscal quarter and for the elapsed period of the 2012 fiscal year ( and for thecorresponding comparative quarters and periods in the prior fiscal year ) ended at least 45 days prior to theCompletion Date ( but excluding the fourth quarter of any fiscal year ) that have been reviewed by independentauditors in accordance with Statement on Auditing Standards No.100 ; and ( iii ) for the periods required byRule 3 - 05(b)(2 ) of Regulation S - X, all additional IFRS audited and unaudited financial statements for allrecent, probable or pending acquisitions that would be required to be filed in a Form 8 - K if APH4 were areporting company under the Exchange Act ; provided that the information in this item ( iii ) shall only berequired to the extent such information would be necessary for inclusion in a registration statement under theSecurities Act relating to the Debt Financing ( and any restatements of such accounts required underapplicable SEC rules for : ( x ) US GAAP ; or ( y ) IFRS with respect to any adjustments to any other accountingpolicies or practices applied in the preparation of the financial statements set forth above ( collectively, items(i ), ( ii ) and ( iii ) above referred to as the ) ) ; ( b)as promptly as practical, all financial statements, pro forma financial information, financial data, audit reportsand other information of the type required by Regulation S - X and Regulation S - K under the Securities Actand other accounting rules and regulations of the SEC as may reasonably be requested of the type and formrequired in registration statements filed with the SEC ; and ( c)such other information relating to the Group as is reasonably requested in connection with Debt Financing ; means each person that has committed to provide Debt Financing, including the Lender(s ) and theLead Arranger(s ) ( as defined in the Debt Commitment Letter ) and any joinder agreements, indentures or creditagreements entered into pursuant thereto, together with their Representatives involved in the Debt Financing and theirsuccessors and permitted assigns ; has the meaning given in Clause 10.9 ; shall have the same meaning given in the Restructuring Deed ; means those warranties contained in paragraphs 2.1 to 2.4 and 3.1 to 3.4 and 4.1 ofSchedule 5 ( Vendor Warranties ) ; means any financing, in whatever form, provided by DB or one of its Affiliates in contemplationof or after Full Enforcement directly or indirectly to or for the benefit of a Group Company ; means the settlement agreement dated 31 May 2011 between Pfizer Inc.,Warner Lambert Company LLC, Godecke GmbH, Pfizer Pharmaceuticals LLC, Purepac Pharmaceutical Co., FauldingInc ., AE LLC and their 16affiliates relating to the settlement of the following civil actions numbers in the United States District Court for theDistrict of New Jersey : 00 - CIV-2931, 00 - CV-4168 ( FSH ), 00 - CIV-3522, 00 - CV-4589 ( FSH ), 00 - CV-6073 ( FSH ), 01 - CV-0193 ( FSH ) and 01 - CV-1537 ( FSH ) ; means Glitnir hf ., a company registered in Iceland with number 550550 - 3530 and having its registered officeis at Soltun 26, 105 Reykjavik, Iceland ; means the loan agreement between [COMPANY] Hold S.à r.l . and Glitnir dated 20 July 2010 ; means all rights of Glitnir in, to and under the Glitnir Facility ; means the Target Companies and each of their respective subsidiaries ; has the meaning given in the definition of Financing Information ; means any member of the Group ; means a particular marketed or pipeline product, which is owned, marketed, or sold, or to be sold byany Group Company, or from which any Group Company derives revenues from, or expects to derive revenue in 2012from the sale of such product ; has the meaning given in paragraph 1.1(a)(ii ) of Schedule 4 ( Completion Obligations ) ; means the Hart - Scott - Rodino Antitrust Improvements Act of 1976, as amended ; means all indebtedness of the Icelandic Debtors owed to any Group Company other thanthe Intra Group Debt and any indebtedness of any Icelandic Debtor that is owed to the Vendor or another IcelandicDebtor ( other than AGH ) ; means ( i ) APH4 ; ( ii ) [COMPANY] Pharma Holding 5 ehf . ; ( iii ) AEHD ; and ( iv ) AGH ; means all intercompany debt receivables held by the Icelandic Debtors with respect to anyindebtedness that is owed by a Group Company other than another Icelandic Debtor ( excluding AGH ) ; means International Financial Reporting Standards, comprising the accounting standards and interpretationsissued, adopted and/or approved by the International Accounting Standards Board ; has the meaning given in Schedule 9 ( Tax Covenant ) ; means, in respect of each Indirect Equity Holder, that Indirect Equity Holder andeach of its Affiliates, excluding, for the avoidance of doubt, the Group Companies and the Vendor Group ; means, in respect of each Indirect Interest Holder ( other than theManagers ), the percentage set out in column 2 of Part 1 of Schedule 1 ( Vendor, Indirect Interest Holder and ArgonDetails ) ; 17 means a claim against any Indirect Interest Holder for breach of any of thewarranties given pursuant to Clauses 8.7 and 8.8 or a claim against any Indirect Interest Holder for an InterimCovenant Breach ; means, in respect of each Indirect Interest Holder ( other than each Manager ), thatIndirect Interest Holder and each of its Affiliates, excluding, for the avoidance of doubt, the Group Companies, theVendor Group . Argon, and any other Indirect Interest Holder and its Affiliates ; means : ( a)in respect of DB, 70 % ; and ( b)in respect of Landsbanki, 6.7 %