definiens: means the Companies Acts, 1963 to 1990, of Ireland ; has the meaning assigned to it in Clause 8.5 ; means the performance by the Parties hereto of their respective obligations under Claus e 5 ; means Heparin and/or Heparin oids ; means the Directors and the Directors from time to time ; means 1 May, 1996 ; means the Lice nse Agreement referred to in Clause 5.2(xi ) ; has the mea ning assigned to it in the License Agreements ; has the meaning a ssigned to it in the License Agreements ; means the License Agreement referred to in Clause 5.2(xii ) ; has t he meaning assigned to it in the License Agreements ; has the meaning assigned to it in the License Agreements ; means the United States Food and Drug Administration or any successors or agency, the approval of which is necessary to market a product in the United St ates of America or any other relevant regulatory authority th e approval of which is necessary to market a product in an y other country in the Territory ; means initially, 1 M ay 1996 to 31 December 1996 and thereafter each year comme ncing on 1 January and expiring on 31 December of each year ; means the research, developme nt and optimisation of the Compounds utilising one or more Ca rriers for all medical ailments or indications, whatever the m ode of administration, as well as the manufacture, use, pr omotion, distribution, marketing and sale of the Products ; means naturally occurrin g forms of Heparin, including Heparin USP, BP and EP as wel l as smaller molecular fractions thereof ; means various sulphated polysaccharides that have anti - coagulant activity resembling that of Heparin ; means any P erson other than [COMPANY], [COMPANY], the Company and/or any of the ir Affiliates ; means any Investigational New Drug Application in relation to a Product filed by any P arty with the FDA or a similar application filed in another jur isdiction ; means inventions, discove ries, developments and indications relating to the Emispher e Technology which can usefully be applied to the Field, t he [COMPANY] Programme Technology, the [COMPANY] Programme Techn ology or the Company Programme Technology which were firs t reduced to practice during the term of this Agreement by [COMPANY], [COMPANY] or the Company, whether or not such modificati on adds any benefit to the Field, the [COMPANY] Programme Technology, the [COMPANY] Programme Technology or the Company Prog ramme Technology ; means the joint ventu re constituted by this Agreement, the Memorandum and Articl es of Association, the License Agreements, the Supply Agree ments and such other agreements as the Shareholders and the Company may enter from time to time with respect to the Busines s ; means the [COMPANY] Lic ense Agreement and the [COMPANY] License Agreement ; means any loan(s ) advanced from time to time by either o f the Shareholders to the Compan y, other than loans represented by or referred to in the Loa n Stock Instrument ; means the Loan Stock Instrument to be entered into by the Company and [COMPANY] pursuant to which [COMPANY] will subscribe for subordinated loan sto ck in the Company ; means the Memorandum and Articles of Association to be ado pted by the Company on Completion, as amended from time to time ; means the invoiced sales pri ce of Products shipped by the Company or on behalf of the Comp any in respect of bona fide arms length sales of the Product s to Independent Third Parties exclusively for money less a m aximum reserve of five percent ( 5 % ) for uncollectible accounts and less the ordinary and customary trade discounts and comm issions, excise taxes, withholding tax, other consumption t axes, and credits or allowances actually granted on account of rejection or return of the Products