definiens: means the agreement in the agreed form between the Buyer, the Sellers ’ Representative and the Escrow Agent in relation to the Escrow Account ; means the lesser of ( i ) [ * * * ] and ( ii ) an aggregate amount equal to [ * * * ] of the Initial Amount ( as rounded up to the nearest whole US dollar ) ; means such amount in US dollars as is notified in writing by the Sellers to the Buyer no later than 10 Business Days prior to the Completion Date that is the good faith estimate by the Sellers of the Net Cash as at the Effective Time ; has the meaning given to it in the Option Agreement ; has the meaning given to it in the License Agreement ; means F -star Biotechnology Limited, a private limited company incorporated under the laws of England and Wales under company number 08067987, having its registered office at Eddeva B920, Babraham Research Campus, Cambridge CB22 3AT ; means F -star Bi otechnologische Forschungs -und entwicklungsges.m.b.h, a limited liability company incorporated under the laws of the Republic of Austria ; has the meaning given to it in clause 7.5 ; is defined in Schedule 5 ( Contingent Consideration ) ; means a claim in respect of fraud, wilful misconduct or wilful concealment by any of Warrantors ( individually or on behalf of the Company ) prior to Completion ; means [ * * * ] and means [ * * * ] ; means a claim by the Buyer for breach of a Fundamental Warranty ; means that certain license agreement between the Company and F -star dated 24 August 2016 ; means that certain services agreement between the Company and F -star dated 24 August 2016 ; means all present and future payment obligations and liabilities of the Company due, owing or incurred under clause 7.5.2 of the Gamma IP License to F -star ( including, without limitation, under any amendment, supplement or restatement of the Gamma IP License ; provided such amendment, supplement or restatement shall not increase the obligations of the Buyer without the express consent of the Buyer ) ; Confidential * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a con fidential treatment request