definiens: means the unaudited carve out balance sheet of th e Flu Group as at 31 December 2013 and the unaudited carve out profit an d loss account and cash flow statement of the Flu Group for the accounting reference period ended on 31 December 2013, as contained in the Data Room at 9.1.2.2.3.1 ; means the audited statutory financial statements of each of [COMPANY] Vaccines Holdings Limited and [COMPANY] Vaccines and Diagnost ics Limited, prepared in accordance with IFRS as adopted by the European Union and Applicable Law, f or the accounting reference period ended on 31 December 2014, comprising the balance sheet, the pr ofit and loss account and the notes to the accounts ; means the audited statutory financial statements of each of [COMPANY] Vaccines Holdings Limited and [COMPANY] Vaccines and Diagnostics Limit ed for the accounting reference period ended on the Accounts Date, comprising the balance sheet, th e profit and 1 loss account and the notes to the accounts, as file d with the UK registrar of Companies on 3 October 2014 and as contained in the Data Room at 1 .2.1.2.6 and 1.2.1.2.5 ; means 31 December 2013 ; means, with respect to any person, any other pers on that Controls, is Controlled by or is under common Control with such person, and shall be interpreted accordingly ; means a Contract between or among any member of t he Seller ’s Group ( other than the Flu Group Companies ) on the one hand, and any F lu Group Company on the other hand, but excluding any Ancillary Agreement ; means the relating to the manufacture and supply of influenza cell culture by the Seller to the Purchaser in the Agreed Terms ; means, in relation to a document, such document i n the terms agreed between the Seller and the Purchaser and initialled for identif ication purposes by the Seller or its representativ es and the Purchaser or its representatives, with such alt erations as may be agreed in writing between the Se ller and the Purchaser from time to time ; means this share and business sale agreement ; means : ( a ) the Disclosure Letter, the Tax Indemnity and the Lo cal Transfer Documents ; ( b ) the Global Transitional Services Agreement and any Local Transitional Services Agreement ; ( c ) the Global Transitional Distribution Services Agree ment and any Local Transitional Distribution Services Agreement ; ( d ) the MF59 ® Manufacturing and Supply Agreement ; ( e ) the Purchaser Intellectual Property Licence Agreeme nt, the Intellectual Property Assignment Agreement and the Transitional Trademark Licence ; ( f ) the Netherlands Offer Letter, the Netherlands APA a nd the Netherlands Services Agreement ; ( g ) the US Secondment Agreement, [COMPANY] Share Incenti ves Plans Record of Terms and the Retirement Benefit Arrangements Purchase Price Adju stment Record of Terms ; ( h ) the Pharmacovigilance Agreement and the Quality Agr eements ( including any quality agreements referred to therein ) ; ( i ) the Chiron UK Pension Scheme Deed and the [COMPANY] UK Pension Scheme Deed ; ( j ) the GSK Ancillary Agreements ; and ( k ) if the Purchaser elects to enter into the Agreed Fo rm MBASA, the Agreed Form, MBASA ; means any Applicable Law that relates to bribery or corruption, including the US Foreign Corrupt Practices Act of 1977 and the UK Br ibery Act 2010, in each case as amended, re - enacted or replaced from time to time ; 2 means any supra - national, federal, national, stat e, municipal or local statute, law, ordinance, regulation, rule, code, order ( whether e xecutive, legislative, judicial or otherwise ), judg ment, injunction, notice, decree or other requirement or rule of law or legal process ( including common law ), or any other order of, or agreement issued, promulg ated or entered into by, any Governmental Entity or any rule or requirement of any national securities exchange, including, for the avoidance of doubt, th e Transfer Regulations ; has the meaning given to it in Clause 8.1.1 ; means the Business as operated by [COMPANY] Influe nza Pty Limited and [COMPANY] Pharmaceuticals Australia Pty Limited ; means the US Benefit Plans and the Non - US Benefit Plans ; means : ( i ) the business conducted by the Seller ’s Group from t ime to time of research, development, manufacture, sales, distribution, marketing and Com mercialisation of : ( a ) influenza Vaccines and other products using egg - bas ed technologies and related adjuvant technologies ; ( b ) influenza Vaccines using cell - based technologies, i ncluding such business conducted at the Holly Springs Site ; ( c ) adjuvants conducted at the Holly Springs Site ; and ( d ) other Vaccines products to the extent that such bus iness is conducted or contemplated to be conducted by the Seller ’s Group at the Holly Springs Site in accordance with its obligations to, or as requested by, the US governme nt or regulatory authorities ; ( ii ) the operations for the manufacture of the MF59 ® adj uvant located within the Marburg MF59 ® Premises and at the Holly Springs Site ; and ( iii ) the technical development, manufacturing and supply of any other pharmaceutical or biological products at the Holly Springs Site ; other than the Excluded Assets ; has the meaning given to it in Clause 2.3.1 of th is Agreement ; means a day which is not a Saturday, a Sunday or a public holiday in the canton of Basel - Stadt ( Switzerland ), London ( UK ) or Melbourne ( Australia ) ; means : ( i ) Commercial Information ; ( ii ) Medical I nformation ; and ( iii ) any other information Exclusively Related to the Busine ss ( including the Products, Pipeline Products and Products Under Registration ) ; means the members of the Seller ’s Group ( other th an the Flu Group Companies ) that own assets of or otherwise conduct any of the Flu G roup Businesses ; means cash in hand or credited to any account wit h a financial institution and securities which are readily convertible into cash as at the Effective Time ; means the cash pooling arrangements of members of the 3 Seller ’s Group in which the Flu Group Companies par ticipate ; means the Committee on Foreign Investment in the United States ; means written notice from CFIUS that any review o r investigation of the Transaction under Section 721 of the Defense Produc tion Act of 1950, as amended ( 50 U.S.C. App