definiens: means a document in a form agreed by and signed by or on behalf of such of the parties to this agreement as are a party to such document ; means any person with whom any of the Vendors may be connected within the meaning of section 839 of the Taxes Act or for whom any of them may be a personal representative ; means the auditors for the time being of the Company ; means 30 September 2000 ; means a day on which banks generally are open in the City of London for the transaction of normal banking business ; means the Companies Act 1985 ( as amended or re - enacted by the Companies Act 1989 ) ; means [COMPANY] Limited details of which are set out in the second schedule ; means the completion of the sale and purchase of the Shares pursuant to this agreement ; shall have the same meaning given to that expression in the sixth schedule ; MEANS THE COMPROMISE AGREEMENT IN THE Agreed FORM BETWEEN THE COMPANY AND PAOLO ZANELLA ; mean the deeds in the form set out in schedule 8 to be executed by the Option Holders on or before Completion ; -2-<PAGE > means the letter in the Agreed Form from the Warrantors to the Purchaser dated as at the date of this agreement ; means any mortgage, charge, lien, encumbrance, adverse claim, pledge, hypothecation, option, conditional sale of other title retention agreement, provision or right, security interest, easement, right of way, covenant or restriction ; includes any act, omission, transaction or circumstance ( including any of such matters provided for under this agreement ) ; means the Vendors other than the Institutional Vendors ; means JAFCO Limited, JAFCO JS-3, JAFCO G-6(A ), JAFCO G-6(B ), JAFCO G-7(A ), JAFCO G-7(B ), TVM Techno Venture Management III GmbH & Co Beteiligungs KG, 3i Group plc, 3i Bioscience Investment Trust plc and Incyte Genomics Limited ; means the insurance of the liability of the Warrantors in respect of the Warranties and the Tax Deed pursuant to the policy in the Agreed Form attached at Appendix 3 ; means the Subscribing Insurers as defined in the policy of Insurance ; means all laws, statutes, statutory instruments, rules, regulations, directives, decrees, orders, judgements, ordinances and other pronouncements having the effect of law of any competent court, tribunal, arbitrator, government ( national, local or foreign ) or governmental authority, department or official ( national, local or foreign ) ; -3-<PAGE > means 3i Group plc, 3i Bioscience Investment Trust plc and TVM Techno Venture Management III GmbH & Co Beteiligungs KG ; means each of the Lenders, its subsidiaries and any company of which such Lender is a subsidiary ; means Osborne Clarke OWA, of Apex Plaza, Forbury Road, Reading RG1 1AX ; means the secured loan agreement dated 24 January 2001 between 3i Group plc ( 1 ), TVM Techno Venture Management III GmbH & Co Beteiligungs KG ( 2 ), 3i Bioscience Investment Trust plc ( 3 ), the Company ( 4 ), Kenneth Briddon ( 5 ), Robert Booth ( 6 ) and Tomas Flores ( 7 ) ; means the person whose names are set out in the seventh schedule ; means all licenses, authorisations, orders, grants, consents, permissions and approvals ; means the properties briefly described in the Property Schedule or any one or more of them or any part of or interest in any of such properties ; means the third schedule ; means the proposal signed by the Warrantors in the Agreed Form relating to the Insurance ; means Dechert of 2 Serjeants ' Inn, London EC4Y 1LT ; means all fiscal authorities ( national or local ) whether of the United Kingdom or elsewhere ; -4-<PAGE > means the [COMPANY] Unapproved Share Option Scheme ; means such of the issued and allotted share capital of the Company owned and/or held by the Vendors at Completion ; means all forms of taxation, duties ( including stamp duty ), levies, imposts, charges, withholdings, national insurance and other contributions, rates and PAYE liabilities ( including any related or incidental penalty, fine, interest or surcharge ) whenever created or imposed and whether of the United Kingdom or elsewhere ; means a deed in the form set out in the fifth schedule duly executed by the Warrantors ; means the Income and Corporation Taxes Act 1988 ; means the representations and warranties of the Vendors contained in clause 6 ; means the representations and warranties on the part of the Warrantors which are made by the Warrantors in or pursuant to clause 7 and/or the fourth schedule and, for the purposes of clause 8, the Vendor Warranties ; means Messrs Robert Booth and Tomas Flores ( being some of the Vendors ) who are giving the Warranties ; means Denton Wilde Sapte of 1 Fleet Place, London EC4 M 7WS