definiens: means such deductions as are customarily allowed in the calculation of net salesunder generally accepted accounting principles in the US, together with : ( a ) normal and customary trade, cash or quantity discounts ( includingchargebacks and allowances ) and commercial rebates ( including discounts, rebates and other price concession paid under managed care contracts)actually allowed ( b ) rebates and discounts paid under federal and state government subsidy orreimbursement programs ( such as Medicaid or Medicare ) ( c ) actual amounts repaid or credited by reason of rejection, returns or recalls ofgoods, rebates or bona fide priced reductions determined by the Buyer’sGroup or any of the Company ’s other Affiliates in good faith ( d ) redemption costs associated with Product voucher, coupon, loyalty card orother co - pay or patient assistance programs ( e ) transportation costs, distribution expenses ( including fees paid underinventory management agreements or comparable agreements withwholesalers, retailers, and distributors ), special packaging and relatedinsurance charges actually paid to the extent that such items are included inthe gross amount invoiced ( f ) excise taxes, selling taxes ( including VAT ), other consumption taxes andcustoms duty imposed on the sale, importation, use or distribution offenfluramine ( but not including taxes assessed against the income derivedfrom such sale ), in each case, only to the extent actually remitted to orcredited by the relevant Tax Authority means a deed of accession in the form set out in Schedule 9 means the high level plan for the development and launch of the Products preparedby the Buyer in consultation with the Sellers including but not limited to plans forclinical development and trials, manufacturing, the seeking and obtaining ofRegulatory Approvals and strategies for named patient sales and Product launchstrategies, as may be revised by the Buyer from time to time means fairly disclosed in the Disclosure Letter with sufficient detail to enable areasonable buyer to make a reasonably informed assessment of the nature andsignificance of the relevant matter means the letter ( together with all the documents attached to it ) from theWarrantors to the Buyer executed and delivered to the Buyer immediately prior tothe execution of this Agreement means Anthony Clarke, Richard Stewart, Jennifer Watson and Anne Soenen - Darcis 4 means any interest or equity of any person ( including any rights toacquire, option or right of pre - emption ), any mortgage, charge, lien, hypothecation, assignment or pledge means the account opened with Barclays Bank plc by the Escrow Agentfor the purposes of depositing the sum of $ 2,000,000 in accordance withClause 4.4.5 of this Agreement means Global Loan Services Limited acting as escrow agent pursuant tothe Escrow Agreement means the escrow agreement dated • between the Buyer, Duncan Peytonand Global Loan Services Limited ( as Escrow Agent ) means the sum of $ 2,000,000 ( being part of the Consideration ) plus anyinterest accruing on it from time to time to be held in the Escrow Accountless any sums paid out in accordance with Schedule 8 or the EscrowAgreement has the meaning set out in Schedule 8 means $ 8,428,022.50 being the Sellers ’ estimate of the net cash positionof the Company in US dollars on the date of Completion in the format setout in the agreed form balance sheet of the Company means any event, act, transaction, arrangement, default or omission, including, without limitation, the receipt or accrual of any income or gainsor any distribution, failure to distribute, cessation or commencement ofbusiness, acquisition, disposal, transfer, payment, loan or advance means the Food and Drug Administration in the United States means the treatment of Dravet Syndrome or Lennox Gastaut Syndrome has the meaning set out in Clause 3.2.1 means the last to occur of the Milestone 1 Longstop Date, the Milestone2 Longstop Date, the Milestone 3 Longstop Date and the Milestone 4Longstop Date ( as each such terms is defined in Schedule 2 ) ( a ) all outstanding loans, finance leases, contract hire agreements, letters of credit, loan stocks, bonds, debentures, notes, overdrafts orany other financing indebtedness or other arrangements the purposeof which is to raise money, owed by the Company as at Completion ; ( b ) any accrued but unpaid interest on any of the foregoing up to theclose of business on the Completion Date ; and ( c ) any break fees or prepayment penalties, premiums, fees, costs orexpenses which may be incurred by the Company in relation to therepayment or termination of any of the foregoing on the CompletionDate 5 means any claim ( whether in contract, tort, misrepresentation orotherwise ) made by the Buyer for breach of any of the warranties andundertakings given in Clause 3.12 means the growth ordinary shares of £ 0.01 each in the capital of theCompany means the Inheritance Tax Act 1984 means any indebtedness ( or any other existing obligation for the paymentor repayment ) for or in respect of : ( i ) monies borrowed ; ( ii ) any amountraised by acceptance under any acceptance credit facility ; ( iii ) any amountraised under any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument means Richard Stewart, Anthony Clarke, Anne Soenen - Darcis andJennifer Watson means all intellectual property used, or required to be used, by theCompany in, or in connection with its business including trade marks, service marks, patents, registered design rights, applications for any ofthe foregoing, unregistered trade marks and service marks, trade andbusiness names including rights in any get - up or trade dress, copyrights, unregistered design rights, inventions, know - how, trade secrets andConfidential Information means the existing investment agreement entered into on 8 March 2013among the Company and the Sellers amongst others, and as amended on17 June 2014 and 22 June 2014 means any liability to make an actual payment or increased payment ofTax means a licence, permit, certificate, consent, approval, registration orauthorisation required by law for, or otherwise desirable in connection with, the operation of the business of the Company means the licence agreement between the Company, the KatholiekeUniversiteit Leuven and University Hospital Antwerp dated 1 September2012 as amended and restated means a Marketing Authorisation Application means the management accounts of the Company, comprising theunaudited balance sheet, and the unaudited profit and loss account andcash flow statement for the financial period ended on 30 September 2014 means each of the contracts listed in Schedule 10 means the Milestone Loan Stock means the earlier to occur of the Final Milestone Longstop Date and aVoluntary Milestone Payment means the events detailed in Schedule 2 6 means the Series A Loan Stock, the Series B Loan Stock, the SeriesC Loan Stock and the Series D Loan Stock means the Series A Loan Stock Instrument, the Series B Loan StockInstrument, the Series C Loan Stock Instrument and the Series DLoan Stock Instrument means a New Drug Application means the gross amount invoiced for sales or other dispositions ofthe Products by the Company, any of its Affiliates or licenseesappointed by the Company or any of its Affiliates in bona fide arms - length transaction with third parties ( but excluding, for the avoidanceof doubt, any sales made prior to the satisfaction of Milestone 4),less any Deductions means the ordinary shares of £ 0.01 each in the capital of theCompany means all of the Warranties other than those set out at paragraphs 7,13, 14, 15, 16, 19, 20 and 21 of Schedule 4 means any Claim under the Principal Warranties means [ * * * ] means the office space at Century House, Wargrave Road, Henleyon Thames, Oxfordshire RG9 2JT occupied under a tenancy at willdated 4 April 2013 has the meaning set out in Clause 3.2.1 means each of 31 March, 30 June, 30 September and 31 Decembereach year means, with respect to the relevant territory, approval from therelevant Regulatory Authority for the prescribing and selling of anyProduct including, where required, pricing and reimbursementapprovals means the FDA and/or the European Medicines Agency means any relief, allowance, deduction or set - off relevant to thecomputation of any Liability for Tax or any credit against Tax or rightto repayment of Tax means the Royalty Loan Stock means the Series E Loan Stock, the Series F Loan Stock, the SeriesG Loan Stock, the Series H Loan Stock, the Series I Loan Stock, theSeries J Loan Stock, the Series K Loan Stock, the Series L LoanStock, the Series M Loan Stock and the Series N Loan Stock * * * Certain information on this page has been omitted and filed separately with the Commission . Confidentialtreatment has been requested with respect to the omitted portions