definiens: has the meaning given in Clause 14.1 ; means any warranty or undertaking to indemnify ( including any covenantto pay pursuant to the Tax Deed ) given by the Purchaser to the Seller and/or the Promoters underthis Agreement ; has the meaning given in Schedule 4 ; the group of companies comprising the Purchaser, any holding companyfrom time to time of the Purchaser and any subsidiary of the Purchaser ; means Skadden, Arps, Slate, Meagher & Flom, LLP, Four TimesSquare, New York 10036 - 6522 ; and Skadden, Arps, Slate, Meagher & Flom ( UK ) LLP, 40 BankStreet, Canary Wharf, London E14 5DS ; has the meaning given to it in the Tax Deed ; means the warranties contained in Part A of Schedule 10 ; means the leasehold and freehold properties owned or held in perpetualusufruct by the Company and the Subsidiaries as listed in Schedule 11 ; means the authorisations, approvals, licenses, permits, certificates, orexemptions issued by a Governmental Authority held by the Seller or any Group Companyimmediately prior to Completion that are required for the Agila Business ; means a Governmental Authority that is concerned with the quality, identity, strength, purity, safety, efficacy, development, packaging, labelling, storage, testing, manufacturing, sale, distribution, marketing, import or export, as applicable, of each of theRelevant Products ; means any authority, agency, department ( including any governmentaldepartment or agency ) or other Person having authority under, or jurisdiction in respect of, any * * * * * * means the Person nominated by the Seller and the Purchaser to actas escrow agent in accordance with the Regulatory Escrow Agreement ; means the escrow agreement setting out the terms andconditions on which the Regulatory Escrow Agent will hold and release, as applicable, theRegulatory Fund on and from Completion ; means * * * ; has the meaning given in Clause 3.7 ; has the meaning given in Clause 3.2B ; means copies of the Product Registrations, together with copies ofrelated correspondence between any Seller Group Company or Group Company and theapplicable Governmental Authority, current approved packaging and any other existing files anddossiers, in * * * Denotes confidential information that has been omitted from this exhibit and filed separately with the Securitiesand Exchange Commission