definiens: has the meaning given in Schedule 8 ; means benefits to or in respect of any current or former employee, including without limitation, any pension, early retirement, disability, death benefit, long service awards, termination indemnity ( such as ItalianTFR ) or post - retirement medical benefits or deferred compensation linked to retirement, disability or death benefits orold age part - time benefits ( such as German ATZ ) and jubilee payments ; means liabilities and obligations ( whether funded or unfunded ) in respect of anyemployee benefit promise, scheme, plan, fund, program, policy, practice or other individual or collective arrangementproviding Employee Benefits ; means, in relation to any Transferred Employee Benefits, where a member ofthe Purchaser ’s Group provides, in the same country, a similar or comparable benefit programme to the programme towhich the Transferred Employee Benefits relate ( regardless of differences in the terms of entitlement of accrual etc),and there is a local obligation or practice prior to the date of this Agreement to pre - fund or externally fund those similaror comparable benefits to a funding target which is determined by reference to a method and assumptions other thanIFRS ( such as would, for example, be the case in relation to UK HMRC - registered defined benefit pensionobligations ), then that method and those assumptions as in force in relation to those similar or comparable benefitsimmediately prior to the date of this Agreement ( so, taking the example of UK defined benefit obligations, this wouldbe the method and assumptions used to determine the relevant plan ’s technical provisions as at the date of thisAgreement — regardless of whether the plan is in fact fully funded on that basis at any relevant time ) ; means, in relation to any Transferred Employee Benefits, where a member of thePurchaser ’s Group provides, in the same country, a similar or comparable benefit programme to the programme towhich the Transferred Employee Benefits relate ( regardless of differences in the terms of entitlement of accrual etc),the method and assumptions used most recently prior to the date of this Agreement to value those similar orcomparable benefits by the Purchaser ’s Group ( or any relevant member thereof ) for IFRS accounting purposes ; means, in relation to any Transferred Employee Benefits, if there is a local obligationor practice prior to the date of this Agreement to pre - fund or externally fund those Transferred Employee Benefits to afunding target which is determined by reference to a method and assumptions other than IFRS ( such as would, forexample, be the case in relation to UK HMRC - registered defined benefit pension obligations ), then that method andthose assumptions as in force in relation to those Transferred Employee Benefits immediately prior to the date of thisAgreement ( so, taking the example of UK defined benefit obligations, this would be the method and assumptions usedto determine the relevant plan ’s technical provisions as at the date of this Agreement — regardless of whether theplan is in fact fully funded on that basis at any relevant time ) ; 140 means, in relation to any Transferred Employee Benefits, the method and assumptionsused by the Seller ’s Group ( or the most relevant member thereof ) most recently prior to the date of this Agreement tovalue those Transferred Employee Benefits for IFRS accounting purposes ; means an actuary : ( a ) who can reasonably be viewed : ( i ) as independent of both the Purchaser andthe Seller ; and ( ii ) as familiar with Swiss pension issues ; and ( b ) whom the Purchaser and the Seller have agreedshould be jointly appointed by them for the purposes of determining the Swiss Assumptions or who in default of suchagreement has been appointed by the Swiss Association of Actuaries or other industry body of actuaries inSwitzerland as agreed by the Seller and the Purchaser ; means, in relation to any Transferred Employee Benefits in Switzerland, the Seller IFRSAssumptions adjusted : ( a ) by replacing any assumed annuity conversion rate in the Seller IFRS Assumptions with aconversion rate which the Swiss Actuary certifies to the Purchaser and the Seller as representing areasonable estimate of the likely effective overall blended conversion rate which will apply in relation to theTransferred Employee Benefits in question, having regard to the changes to the rate which can ( having regardto longevity projections, legal and governance constraints around Swiss pension structures and such othermatters as the Swiss Actuary considers relevant ) in the Swiss Actuary ’s opinion reasonably be expected tooccur during the expected service lives of the Transferred Employees to whom the Transferred EmployeeBenefits relate, and weighting the impact of those changes by reference to the ages of the relevant employees(and so the extent to which the changes will in fact operate to reduce the effective liability on the Purchaser);and ( b ) by removing any reserve for death or disability benefits to the extent that the Swiss Actuary certifies to thePurchaser and the Seller that it constitutes a reserve for liabilities to and in respect of the relevant TransferredEmployees which could reasonably be externally insured by the Purchaser without introducing a new ongoingcost on the Purchaser which was not reflected in the Seller ’s ongoing cost base prior to the date of thisAgreement ; means any plan or arrangement ( whether funded or unfunded ) for the provision ofEmployee Benefits in which Transferred Employees participate prior to Closing and continue ( for any reason, whetherby special arrangement or because they are Delayed Employees, or otherwise ) to participate for a temporary periodafter Closing ; means, in relation to any Temporary Participation Plan, the date on whichTransferred Employees cease to participate in the relevant plan or arrangement ; and means in relation to any Transferred Employee Benefits which are similar orcomparable to benefits in the same country which are Transferred Employee Benefits under the Vaccines Sale andPurchase Agreement ( the ), the method and assumptions used under the VaccinesSale and Purchase Agreement to value those Equivalent Vaccines Benefits . For avoidance of doubt, the VaccinesFunding Assumptions are only available in respect of Transferred Employee Benefits for which there are EquivalentVaccines Benefits