definiens: means each of the pension, retirement, gratuity and termination indemnity schemes, plans or arrangements set out in the Data Room ; has the meaning given in Schedule 21 ; has the meaning given in Schedule 21 ; means the periodical reports containing the records referred to in Article 104 of Directive 2001/83 / EC and in Article 24(3 ) of Regulation ( EC ) No 726/2004 ; means ( i ) all liens for taxes or assessments whic h are not yet due or delinquent or the validity of which are being conte sted in good faith and ( ii ) all landlords ’, workmen ’s, repairmen ’s, wa rehousemen ’s and carriers ’ liens and other similar liens imposed by law, incurred in the ordinary course of business ; means any individual, partnership, limited partne rship, limited liability company, joint venture, syndicate, sole p roprietorship, corporation, body corporate, unincorporated associa tion, trust, trustee, executor, administrator or other legal Personal rep resentative, Governmental Authority or any other legal entity ; has the meaning given in the Supply Agreement ; means the press announcements to be issued by each of the Seller and the Purchaser in a form agreed between the Seller a nd the Purchaser prior to the Effective Date and included at Attachm ent 2 ; has the meaning given in Clause 33.134.1 ; means any proceeding, investigation, suit, claim, re - examination or action arising out of or in connection with this Ag reement, whether contractual or non - contractual, or the negotiation, existence, validity or enforceability of this Agreement, including for the avoidance of doubt arbitration proceedings ; means the finished dose form products sold under th e Brand Names in the Territory, in the SKU forms and in the Countrie s set out for each such SKU in Schedule 8 ( as the same may be increased by new SKUs in relation to the Brand Names developed for a Coun try or Countries in the Territory prior to Completion ) ; means each of the product registrations ( including all pending and dormant product registrations ), approvals, licences, registrations and authorisations relating exclusively to the Commerci alisation Business issued by Governmental Authorities in the Territory, a list of which as at the Effective Date is set out in Schedule 18 ; means the member of the Aspen Group or its nominee which holds the relevant Product Registration ; 15 means any activity to market, promote or communicat e the sale, supply or use of a product, including advertising, discuss ing the product with doctors, patients and other potential customers, ma king announcements, arranging and attending medical / scie ntific meetings and invitations or sponsorship to attend medical / sc ientific meetings and any other activities normally undertaken by a pharm aceutical company ’s sales force to implement marketing plans and strategies aimed at encouraging the appropriate use of a p articular prescription or other pharmaceutical product, provided that shall not include any actions undertaken in connection with o btaining the Product Registrations, and and other connected terms shall have a corresponding meaning ; means freehold, leasehold or other immoveable pro perty ; means the transaction set out in this Agreement ; has the meaning given in Schedule 5 ; has the meaning given in Clause 30.2 ; means the warranties set out in Clause 21 ; has the meaning given in Clause 21.2(A ) ; means the Purchaser, the Purchaser ’s Affiliates and the Purchaser ’s Associated Undertakings from time to time ; means all outstanding payments due to the Seller or to any other member of the Aspen Group as at Completion for good s or services supplied or rights licensed by it or on its behalf in the ordinary and usual course of carrying on the Commercialisation B usiness ( and in each case including such part of such amounts as re late to VAT ) ; has the meaning given in Clause 30.7(B ) ; means all Transferring IPR and Licensed IPR that have been registered, filed, certified or otherwise perfected or recorded with or by any Governmental Authority or public registry or depository service ; means any employee of any member of the Aspen Group from time to time ( other than the Employees to be Transferred by Law, or the Subsequent Transferring Employees who : is, or has been, directly or indirectly involved in the Commercialisation Business or its sale ; or is, has been, or will be, directly or indirectly involved in Schedule 23 or t he preparation and/or implementation of the Transition Plan ; 16 has the meaning given in Clause 30.4 ; has the meaning given in Clause 30.4 ; means the relevant part of the Shared Commerciali sation Business Contract or Tender ( as applicable ) which relates ex clusively to the Commercialisation Business ( or the relevant part of the Commercialisation Business that is transferred to t he Purchaser on Completion ) ; means the period of twelve ( 12 ) calendar months en ded on the Effective Date ; has the meaning given in Clause 11.3 ; has the meaning given in Clause 24.1 ; means all countries in the world, except for the Territory ; means retirement indemnities due to employees whe n they retire as provided in the pharmaceutical industry ; has the meaning given in Clause 30.3 ; means the warranties set out in Paragraphs 1.1 to 1 .6 ( Capacity of the Seller and the Designated Sellers ), 2.1 to 2.4 ( Own ership and Sufficiency of Assets ), and Paragraph 7 ( inclusive ) ( Product Registrations ), of Schedule 4 ; means the warranties set out in paragraphs 6 ( Intel lectual Property ), 9.1 and 9.7 to 9.13 ( Compliance with Laws ; Regulatory M atters ) of Schedule 4 ; means the warranties set out in Schedule 4 ; has the meaning given in Paragraph 1.2 of Schedule 4 ; means the bank account of the Seller, details of wh ich are set out in Schedule 19 ; means Slaughter and May, One Bunhill Row, London, EC1Y 8YY, United Kingdom ; means the warranties set out in Paragraph Schedul e 411 of Schedule 4 ; means the separation of a Shared Commercialisatio n Business Contract, the effect of which shall be that, with e ffect from whichever is the later of Completion and the date of the rele vant separation, the benefit and burden of the Relevant Part is severed from such Shared Commercialisation Business Contract and an agreemen t or arrangement equivalent to such Shared Commercialisa tion Business Contract is entered into between the relevant count erparty and the Purchaser or its Affiliate in respect of the Releva nt Part ; means a claim form, application notice, order, ju dgment or other document relating to any Proceedings ; means the contracts set out in Part B of Schedule 1 1, which relate both : to the Commercialisation Business or any part of th e Commercialisation Business to be transferred to the Purchaser ( or any Designated Purchaser ) ; and to any other business of the Aspen Group ( including, for the avoidance of doubt, the business of Commercialising products und er the Brand Names in the Reta ined Territory ), any part of the Commercialisation Business which is not transferred to the Purchaser ( or any Designated Purchaser ) on Completion, any product other than th e Products or any Excluded Asset, and s hall mean any of them ; means a stock keeping unit ; has the meaning given in Schedule 21 ; 17 means the manufacturing and supply agreement entere d into by Aspen Notre Dame de Bondeville ( an Affiliate of the Selle r ), and the Purchaser ; or collectively, means : ( i ) any fiscal charges or ta xes of any nature whatsoever due by either Party in any jurisdiction, including capital gains tax, dividends tax, employees tax and employm ent - related levies and income tax ; ( ii ) any duty or levy, including cu stoms duty, securities transfer tax, skills development levies, stamp duty and unemployment insurance fund contributions in any ju risdiction ; ( iii ) all forms of withholding taxes in any jurisdiction ; and/or ( iii ) any taxation arising from new assessments and/or the re opening of any previous assessments, imposed by any Applicable Law administered by the Tax Authorities, including any interest or p enalties or other taxes or auxiliary payments imposed or levied as a result of any of the above ; means any Governmental Authority exercising any aut hority to impose, regulate or administer the imposition of Tax in any jurisdiction ; means any declaration, statement, report, return or other document filed or required to be filed with any Tax Authorit y in connection with the assessment, collection or determination of any Tax or the administration of any Applicable Laws relating to a ny Tax ; means the transfer of the Transferring Know - How a nd Licensed Know -How in respect of the Products ; means any contracts, arrangements or agreements, to which a member of the Aspen Group is a party ( itself or through an agent ) with a Third Par ty, entered into following a call for a tender by t he relevant Third Party, for the supply by Aspen Group of products in cluding the Products in a Country in the Territory, and which a re current or unperformed as at Completion or in respect of which any mem ber of the Aspen Group has any liability or obligation ( wh ether actual or contingent, known or unknown ), as listed in Schedul e 10 ; means Albania, Andorra, Austria, Belgium, Bosnia- Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Kosovo, Latvia, Liechtenstein, Lithuania, Luxembourg, Maced onia, Malta, Moldova, Monaco, Montenegro, Netherlands, Norway, P oland, Portugal, Romania, San Marino, Serbia, S lovakia, Slovenia, Spain, Sweden, Switzerland, United Kingdom ; means any Person other than the Parties or their respective Affiliates and permitted successors and assigns ; has the meaning given in Clause 30.4 ; 18 means the Intellectual Property that is licensed or sub- licensed to a member of the Aspen ’s Group as listed in Schedule 13 ; means trademarks, service marks, brand names, log os, devices, symbols, designs, get up and/or trade dress ( or any combination thereof ), any registrations or applications for reg istration therefor ; means collectively the Employees to be Transferred by Law, the Subsequent Transferring Employees and the Additiona l Employees ; means the amount equal to thirty percent ( 30 % ) of t he Commercialisation Business Consideration ; means any federal, state, country, local, use, tran sfer, conveyance, documentary transfer, stamp, recor ding, registration or other similar Tax ( including any notarial fee ) imposed in connect ion with, or otherwise relating to, this Agreement, including an y interest or penalties or other taxes or auxiliary payments impo sed or levied ; means the assignment in the Agreed Form in respect of the Transferring Domain Names ; means the domain names listed in Schedule 15 ; means any and all Intellectual Property owned by th e Aspen Group that exclusively relates to the Manufacture or Comm ercialisation of the Products, and the Aspen Retained De - Commerciali sed Products ; provided that the Dossier IPR will transfer to the Purchaser of the relevant product registration in respect of such As pen Retained De - Commercialised Product pursuant to Clause 13.6, in or for the Territory, including, but not limited to, the Dossi er IPR, the Transferring Domain Names, the Transferring Marks a nd the Transferring Patents and Registered Designs, but ex cluding the Excluded IPR, the Aspen House Marks and the Transfe rring Know - How ; means any and all Know - How owned by the Aspen Gro up that relates exclusively to the Manufacture or Commercialisation of the Products in or for the Territory, but excluding the Excluded IPR and Aspen House Marks ; means the assignments in the Agreed Form in respect of the Transferring IPR which is the subject of a registra tion or an application for registration ; means the Trade Marks listed in Schedule 14 ; means the Patents and Registered Designs in Schedul e 17 ; means the Tenders other than the Non - Transferring Tenders ; has the meaning given in Schedule 23 ; 19 means goods and services tax, sales tax or other value - added tax or its equivalent imposed by any Tax Authority in any juri sdiction, including any interest or penalties or other taxes or auxiliary payments imposed or levied ; means the Product Registrations listed in Part A of Schedule 18 ; means the Seller Warranties and the Purchaser Warra nties ; and means 9.00 a.m. to 5.00 p.m