definiens: as defined inSection 897 of the Code ( the ) ; it being understood that if the Company fails to deliversuch FIRPTA Certificate, Buyer shall be entitled to treat the Company as a as defined in Section 897 of the Code and withhold, or cause to be withheld, such amountas may be required to be withheld under Section 1445 of the Code ; ( vii ) all appropriate payoff letters ( and related UCC-3 termination statements ), releasesand discharges from each applicable holder of any Indebtedness or recipient of Seller Transaction Expenses ; ( viii ) duly executed Consulting Agreements by and between the Company, on the onehand, and each of [ * * * ] on the other hand ; ( ix ) a duly executed side letter by and between the Company and Nationwide Children’sHospital ( ), in the form attached hereto as Exhibit D, providing for NCH ’s agreement to transfer INDsrelating to the Business ; ( x ) a duly executed First Amendment to the Exclusive License Agreement betweenNCH and the Company ; ( xi ) a duly executed agreement from each of the founders of the Company regardingeach such founder ’s cooperation regarding prosecution, assertion and defenses of Patents in the formattached hereto as Exhibit E ; and ( xii ) the Escrow Agreement, duly executed by the Company