definiens: ) ; means France, Germany, Japan, the United Kingdom and the UnitedStates of America ; means information relating to clinical and technical matters, such as therapeutic usesfor the approved indications, drug - disease information, and other product characteristics Exclusively Relatedto the Business which is available to or used by the Seller and/or its Affiliates ; [ * * * ] ; [ * * * ] ; [ * * * ] ; [ * * * ] ; has the meaning given to it in Schedule 7 ; means any Tender other than a Products - Only Tender ; has the meaning given to it in the Netherlands Offer Letter ; means the Assumed Liabilities to the extent they relate to theNetherlands Business ; means that part of the Business, comprising the activities of NetherlandsEmployees ; has the meaning given to it in the Netherlands APA ; means those of the Employees who are employed in the Netherlands ; means the letter from the Purchaser to the Seller in respect of the binding offerfrom the Purchaser to acquire the Netherlands Business dated on or around the date hereof ; has the meaning given to it in the Netherlands Offer Letter ; has the meaning given to it in paragraph 3.1 of Part 2 of Schedule 6 ; has the meaning given to it in Schedule 25 ; means : ( i ) any Products - Only Tender which is subject to public procurement law and regulation in the relevantMarket and can not be transferred under Applicable Law ; and 16 ( ii ) any Multi - Basket Tender ; has the meaning given to it in paragraph 13.3.1 of Schedule 14 ; has the meaning given to it in Clause 16.11.1 ; has the meaning given in the Implementation Agreement ; mean the OBM Intellectual Property Contracts, OBM Intellectual Property Rights, and the Seller OBM Rights ; means the date at which possession of the Ofatumumab Biological Materials is dividedbetween the Seller ( or any member of its Group ) and the Purchaser ( or any member of its Group ) inaccordance with Annex 1 of the Manufacturing and Supply Agreement ; mean any Contract pursuant to which Intellectual Property Rightsexclusively related to, exclusively used in, or exclusively held for use in connection with OfatumumabBiological Materials are licensed to the Seller ( or any member of the Seller ’s Group ) from a Third Party as atthe Closing Date ; mean any Intellectual Property Rights ( i ) owned by the Seller ( or anymember of the Seller ’s Group ) ; and ( ii ) exclusively related to, exclusively used in, or exclusively held for usein connection with the Ofatumumab Biological Materials as at the Closing Date ; means the business of the Seller ’s Group of research, development, Manufacture and Commercialisation of the Ofatumumab Compound, as carried out by or on behalf of theSeller ’s Group pursuant to the Ofatumumab Intellectual Property Licence Agreement ; means the Transferred Contracts and the Transferred Intellectual PropertyContracts ( excluding the OBM Intellectual Property Contracts ) that relate to the Ofatumumab Compound, including but not limited to ( i ) the Genmab Agreement, ( ii ) the side letter to the Genmab Agreement dated 8June 2012, and ( iii ) the Cabilly Agreement ; mean all tangible biological materials, cells, reference standards, assays and media that ( i ) are exclusively related to, exclusively used in, or exclusively held for use inconnection with, the Arzerra Product or the Ofatumumab Compound ; and ( ii ) are not commercially available tothe Purchaser on commercially standard terms, including ( without limitation ) the Ofatumumab Cell Line, Ofatumumab MCB, Ofatumumab WCB and the cell line provided by American Type Culture Collection ; means the cell line(s ) that express the Ofatumumab Compound, including anyderivatives, progeny or modifications thereof ; means the compound Ofatumumab ; 17 means : ( i ) multiple sclerosis ; ( ii ) rheumatoid arthritis ; ( iii ) pemphigus ; and(iv ) neuromyelitis optica ; means any data or other information owned by any member of the Seller’sGroup as at the Closing Date relating exclusively to the use of the Ofatumumab Compound for theOfatumumab Indications ; means the intellectual property licence agreementto be entered into between members of the Seller ’s Group and the Purchaser ’s Affiliate at Closing in respectof the grant of a licence from the Purchaser ’s Affiliate to the Seller ’s Affiliate of certain Intellectual PropertyRights related to the Ofatumumab Compound ; means the reference deposit or collection of vials of the Ofatumumab Cell Line, fromwhich the Ofatumumab WCB is derived ; means a vialed collection of serially subcultivated cells that is derived from theOfatumumab MCB, and used to establish seed cultures of the Ofatumumab Cell Line ; ” has the meaning given to it in Clause 4.1.12 ; means the development and clinical supplyagreement dated the date of this Agreement between the Seller and [COMPANY] Pharma AG, pursuant to whichthe Seller will manufacture and supply certain development materials to [COMPANY] Pharma AG ; means the intellectual property licence agreement tobe entered into between Affiliates of the Seller and an Affiliate of the Purchaser at Closing in respect of thegrant of licences from the Seller ’s Affiliate to the Purchaser ’s Affiliate of certain Intellectual Property Rights ; means the ongoing clinical studies sponsored or supported by the Seller Group(including post - approval studies ) or otherwise recommended by a Governmental Entity, and regulatorycommitments in respect of the Products, and shall mean any one of them ; means any Patent of the Seller ’s Group at the Closing Date, but excluding : ( i ) theBusiness Product Intellectual Property Rights ; and ( ii ) any Patents licensed under the Oncology IntellectualProperty Licence Agreement ; means the Intellectual Property Rights listed at Part 1 ofSchedule 2 and all other Intellectual Property Rights Exclusively Related to the Business that, in each case, are owned by the Company, including the Registered Owned Product Intellectual Property Rights and, for theavoidance of doubt, excluding any Intellectual Property Rights in Seller Combination Compounds ; means, in relation to a Product, the date upon which the relevant Governmental Entityapproves and notifies the Product Approval ( as applicable ) naming the Purchaser or the relevant Affiliate ofthe Purchaser ( or designee thereof ) as the holder of such Product Approval in the relevant country or territorycovered by that Product Approval ; 18 means, patents, design patents, patent applications, and any reissues, re - examinations, divisionals, continuations, continuations - in - part, provisionals, and extensions thereof or any counterparts toany of the foregoing ( including rights resulting from any post - grant proceedings relating to any of theforegoing ) ; means any and all extension of the term of a Patent granted under the Patentlaws or regulations of any country, the European Union ( including any supplementary protection certificate ), orany other Governmental Entity ; has the meaning given to it in paragraph 3.2 of Part 2 of Schedule 6 ; means a debt owed to the Company by a member of the Seller ’s Group otherthan [COMPANY] Finance plc, payable on demand to the Company or as the Company directs, notexceeding £ 5 million multiplied by the number of months from and including 29 September 2014 to Closing ; means : ( i ) Encumbrances imposed by Applicable Law otherwise than in respect of Tax ; ( ii ) Encumbrances imposed in the ordinary course of business which are not yet due and payable orwhich are being contested in good faith ; ( iii ) Encumbrances which are listed in Schedule 5 ; and ( iv ) liens, title retention arrangements or deposits to secure the performance of bids, trade contracts(other than for borrowed money ), conditional sales contracts, leases, statutory obligations, surety andappeal bonds, performance bonds and other obligations of a like nature incurred in the ordinarycourse of the Business ; means the agreement between the Seller and the Purchaser, to be enteredinto at Closing, in respect of pharmacovigilance and regulatory matters relating to the Products ; means the steps described in Part 1 of Schedule 18 as may beamended from time to time in accordance with Part 3 of Schedule 18 ; means all outstanding payments due to the Seller or any of its Affiliates related tothe period prior to the Effective Time ( whether such payments have arisen or arise before or after theEffective Time ) for goods or services supplied or rights licensed by it or on its behalf in the ordinary and usualcourse of carrying on the Business other than the Permitted Cash Receivable ; means any legal actions, proceedings, suits, litigations, prosecutions, investigations, enquiries, mediations or arbitrations ; means all permits, licences, certificates, clearances, registrations or otherauthorisations or consents issued by any Governmental Entity to the Seller or one of its Affiliates withrespect to the Products or the Product 19 Expansions, or the manufacture, use, research, development, marketing, distribution or sale thereof, includingthe Marketing Authorisations ; means all of the applications or planned applications for ProductExpansions set out in Schedule 1 including those listed in the column inPart 1 of Schedule 1, with each individual application being a ; means in relation to any Product : ( i ) the expansion of the indications or formulations for such Product for use as monotherapy ; and ( ii ) the expansion of the indications or formulations for such Product for use in combination with anyother compound including without limitation those set out in Part 2 of Schedule 1 but excluding anySeller Combination Compounds ; means all filings, written representations, declarations, listings, registrations, reports orsubmissions with or to any Governmental Entity, including adverse event reports and all submitted datarelating to each Product ; means all Intellectual Property Rights related to, or used, or held foruse in connection with the Products or the manufacture, use, research, development, marketing, distributionor sale thereof, including for the avoidance of doubt, the OBM Intellectual Property Rights ; means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product ( including in any clinical trial orstudy ) ; means any third parties which pursuant to a Contract with the Seller or any Affiliate of theSeller co - develop, co - promote, co - market, or otherwise have a licence or other right to research, develop, manufacture, promote, distribute, market, or sell any Product, including all manufacturers and suppliers ofany such Product ; means the products set out under the heading in Part 1 of Schedule 1 ( but excludingthe Divested Zofran Product ) ; means any Tender that relates solely to the Products ; means all confidential and proprietary information of the Seller or its Affiliates thatis Exclusively Related to the Business, including confidential Medical Information confidential Know - How andconfidential Commercial Information ; means the Purchaser and its Affiliates from time to time, and includes the Companywith effect from Closing ; means Freshfields Bruckhaus Deringer LLP of 65 Fleet Street, London EC4Y 1HS, United Kingdom ; 20 has the meaning given to it in Schedule 18 ; means the agreement between the Seller and the Purchaser, to be entered into atClosing, in respect of regulatory compliance and product safety and quality with respect to the manufacture ofthe Products ; means any amount payable or repayable to customers or Governmental Entities in respect of acontractual rebate or other rebate including under applicable Healthcare Laws ( or under similar laws orregulations ) due on sales of the Products ; has the meaning given to it in Clause 6.3 ; means all Business Product IntellectualProperty Rights that are Registered Intellectual Property Rights, including those set out at Part 1 of Schedule2 ; means all Registered Business Product IntellectualProperty Rights, Registered Licensed Product Intellectual Property Rights and Registered Shared ProductIntellectual Property Rights ; means Intellectual Property Rights that are registered, issued, filed, or applied for under the authority of any Governmental Entity ; means all Licensed Product IntellectualProperty Rights that are Registered Intellectual Property Rights ; means all Owned Product Intellectual PropertyRights that are Registered Intellectual Property Rights, including those set out at Part 1 of Schedule 2 ; means all Shared Product Intellectual PropertyRights that are Registered Intellectual Property Rights ; means all Transferred Product IntellectualProperty Rights that are Registered Intellectual Property Rights, including those set out at Part 1 of Schedule2 ; has the meaning given to it in Clause 4.1.1 ; has the meaning given to it in Clause 8.12 ; means the Employees immediately prior to the Closing Date and means any one of them ; means the Sellers and such other members of the Seller ’s Group who employ theRelevant Employees ; means the relevant part of the Shared Business Contracts which relates exclusively to theBusiness ( or the relevant part of the Business that is transferred to the Purchaser at Closing ) ; means ( i ) any Liabilities assumed by the Purchaser or amember of the Purchaser ’s Group as contemplated by Schedule 21 8 ; and ( ii ) any Transferred Employee Benefit Liabilities ( as defined in Schedule 9 ) which the Purchaser agreesto assume in accordance with Schedule 9 ; means the period of two years prior to the date of this Agreement ; has the meaning given to it in Clause 4.1.12 ; means a normal working day in the relevant jurisdiction and excludes a Saturday orSunday or a public holiday in the relevant jurisdiction ; means the London office of Ernst & Young or, if that firm is unable or unwilling toact in any matter referred to them under this Agreement, the London office of Deloitte or, if that firm is alsounable or unwilling to act in any matter referred to them under this Agreement, an internationally recognisedand independent firm of accountants who does not act as auditor to the Seller or the Purchaser, to be agreedby the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreementor, failing such agreement, to be nominated on the application of either of them by or on behalf of the Instituteof Chartered Accountants of England and Wales ; means, in relation to any party, any of its and/or any other member of the Purchaser’sGroup ’s or Seller ’s Group ’s directors, officers, employees, agents, representatives, bankers, auditors, accountants, financial advisers, legal advisers and any other professional advisers ; has the meaning given to it in Clause 4.2.1 ; means any Transferred Employee who is at or above grade GG5 or GJFA3 ( orin either case the Purchaser ’s equivalent from time to time ) ; means any royalty payable in respect of sales of the Products ; [ * * * ] ; has the meaning given to it in paragraph 7 of Schedule 14 ; means any Allowance, Rebate or Royalty payable after theEffective Time by the Purchaser or any member of the Purchaser ’s Group, to the extent it relates to the salesof any Products made prior to the Effective Time ; means the articles of association of the Seller in force and effect from timeto time ; means any compounds owned by the Seller or a member of the Seller’sGroup ( other than a Product ) which are used in combination with the Products ; means any Trademark of the Seller containing the marks listed in Schedule 23 ; has the meaning given to it in Clause 2.3.1(x ) ; means : 22 ( i ) any research and development activities relating to any compound ( other than the Products ) at anystage of development by or on behalf of the Seller that is not yet approved for marketing for use inhumans and all assets, rights and contracts relating to those activities ( except where those assets, rights and contracts relate to the Products, save in relation to ( ii ) below ) ; and ( ii ) subject to Clause 8.5.3, assets, rights and contracts relating to pre - clinical research which do notrelate exclusively to the Products ; shall mean any counterparty to a development, contract research, commercialisation, manufacturing, distribution, sales, marketing, supply, consulting or other collaboration Contract with the Selleror any Affiliate of the Seller ; has the meaning given to it in Clause 4.1.8 ; has the meaning given to it in Clause 4.1.8 ; means the holders of ordinary shares in the capital of the Seller from time to time ; means the Seller and its Affiliates from time to time but excluding from Closing, theCompany ; means all insurance policies ( whether under policies maintained withthird party insurers or any member of the Seller ’s Group ) maintained by the Seller or any member of theSeller ’s Group in relation to the Business or under which, immediately prior to Closing, the Seller or anymember of the Seller ’s Group in relation to the Business is entitled to any benefit, and means any one of them ; means all businesses of the Seller ’s Group, including the manufactureand / or supply of the Divested Zofran Product pursuant to the Aspen Agreements, but excluding the Business ; means that part of the Business conducted by any member of the Seller ’s Groupin the Republic of India ; means the : ( i ) licence agreement, effective from 31 December 2012, between [COMPANY] LLC andGlaxoSmithKline Intellectual Property ( No . 2 ) Limited relating to the Group 4 Sold ROWEntrepreneurial Rights ( as defined in such Seller ’s Intra - Group Licence Agreement ) ; ( ii ) licence agreement, effective from 31 December 2012, between [COMPANY] LLC, [COMPANY] Intellectual Property Holdings Limited and [COMPANY] Intellectual Property(No . 2 ) Limited relating to the Group 4 Contributed Entrepreneurial Rights ( as defined in such Seller’sIntra - Group Licence Agreement ) ; ( iii ) licence agreement, effective from 31 December 2012, between [COMPANY] LLC, [COMPANY] Intellectual Property Holdings Limited and [COMPANY] Intellectual Property(No . 2 ) Limited relating to the 23 Group 4 Licensed ROW Entrepreneurial Rights ( as defined in such Seller ’s Intra - Group LicenceAgreement ) ; ( iv ) licence agreement, effective from 31 December 2012, between [COMPANY] Group Limited andGlaxoSmithKline Intellectual Property Management Limited relating to the Group 2 EntrepreneurialRights ( as defined in such Seller ’s Intra - Group Licence Agreement ) ; ( v ) licence agreement between SmithKline Beecham Corporation ( now known as [COMPANY] LLC)and SmithKline Beecham ( Cork ) Limited ( which assigned its rights to [COMPANY] ConsumerHealthcare Ireland IP Limited, effective from 26 January 2015 ) with an effective date of 1January 1997 relating to Hycamtin ; and ( vi ) licence agreement, effective from 31 December 2012, between [COMPANY] Group Limited andGlaxoSmithKline Intellectual Property Limited relating to the Non - Partnership Asset EntrepreneurialRights ( as defined in such Seller ’s Intra - Group Licence Agreement ) and in the plural ; has the meaning given to it in Clause 9.1.4 ; means Slaughter and May of One Bunhill Row, London EC1Y 8YY ; means the warranties given by the Seller pursuant to Clause 9.1 and Schedule 14, and means any one of them ; has the meaning given to it in paragraph 3.4 of Schedule 7 ; means an Associated Person who is a legal person ; means the entire issued share capital of the Company ; means an amount equal to the product of : ( x ) the Headline Amount less the aggregate of the Business Consideration, the amount of theCompany Intra - Group Debt and any Employee Benefit Indemnification Amount ; and ( y ) 100 divided by 100.5 ; means [COMPANY] Group Limited, a company incorporated in England and Wales with registerednumber 00305979 ; means any Contract which relates both : ( i ) to the Business or any part of the Business to be transferred to the Purchaser at Closing ; and ( ii ) to any part of the Seller ’s Group Retained Business, any product other than the Products, or anyExcluded Asset, 24 and to which a member of the Seller ’s Group is a party or in respect of which a member of the Seller ’s Grouphas any right, liability or obligation at Closing ( including, for the avoidance of doubt, the Zofran Trade Markand Domain Name Licence and the Multi Basket Tenders ) and shall mean anyof them ; means all Intellectual Property Rights which shall belicensed to the Purchaser pursuant to the Oncology Intellectual Property Licence Agreement ; means the London interbank offered rate, being the interest rate offered in the Londoninter - bank market for six month US dollar deposits as displayed on page LIBOR01 of the Reuters screen at11 a.m. ( London ) on the second Business Day prior to the date on which the Reduction Amount becomespayable ; [ * * * ] ; means an amount equal to 0.5 % of the Share Consideration ; has the meaning given to it in the Implementation Agreement ; or has the meaning given to it in the Company Tax Indemnity ; means any taxing or other authority competent to impose any liability in respect of Taxationor responsible for the administration and/or collection of Taxation or enforcement of any law in relation toTaxation ; has the meaning given to it in the Company Tax Indemnity ; has the meaning given to it in the Company Tax Indemnity ; means the Seller ’s Warranties set out in paragraph 11 of Schedule 14 ; means any Contracts or arrangements to which a member of the Seller ’s Group is a party ( itself orthrough an agent ) with a third party, entered into following a call for a tender by the relevant third party, for thesupply by the Seller ’s Group of products, including the Products in a Market pursuant to which Products maybe sold after Closing ; has the meaning given to it in Clause 11.4 ; means all consents, licences, approvals, permits, authorisations or waivers requiredfrom third parties : ( i ) in connection with any step of the Pre - Closing Products Reorganisation ; and ( ii ) for the assignment or transfer to the Purchaser or any member of the Purchaser ’s Group of any of theTransferred Contracts, Transferred Intellectual Property Contracts ( but excluding until the OBMTransfer Date, the OBM Intellectual Property Contracts ), Co - Owned Transferred Product IntellectualProperty Rights, or Shared Business Contracts, and means any one of them ; 25 means an Excluded Liability which is : ( i ) a Contracts Liability ; or ( ii ) a Commercial Practices Liability ; means trademarks, service marks, trade names, certification marks, service names, industrialdesigns, brand names, brand marks, trade dress rights, identifying symbols, logos, emblems, and signs orinsignia ; has the meaning given to it in Clause 4.1.1 ; means the relevant national measure by which the employment of a RelevantEmployee automatically transfers to the Purchaser or a relevant member of the Purchaser ’s Group ; means all books, ledgers, files, reports, plans, records, manuals andother materials ( in any form or medium ) to the extent of, or maintained predominantly for, the Business by theSeller ’s Group ( other than emails ), including ( without limitation ) all books, records and other materials relatingto the research, development and pre - clinical trials for each of the Products and the Product Expansions butexcluding : ( i ) any such items to the extent that : ( A ) they are related to any Excluded Assets or ExcludedLiabilities, ( B ) they are related to any corporate, Tax, human resources or stockholder matters of theSeller or its Affiliates, ( C ) any Applicable Law prohibits their transfer, ( D ) any transfer thereofotherwise would subject the Seller or any of its Affiliates to any material liability or ( E ) they areretained by the Seller in accordance with Clause 8.8.2 ; ( ii ) any laboratory notebooks to the extent containing research and development information unrelated tothe Business ; ( iii ) in relation to Products other than the Key Products, any books and records that are more than 5years old containing, in whole or in part, research and development information ( other than anylaboratory notebooks, books or records described in this paragraph ( iii ) that are maintained for theBusiness by the Seller ’s Group ) ; and ( iv ) any books and records ( including but not limited to the content of any personnel files ) kept by theSeller ’s Group relating to the employment of the Transferred Employees with the Seller ’s Group ; means Contracts ( other than the Transferred Intellectual Property Contracts ) that(i ) are listed in Part 2 of Schedule 2 or ( ii ) are between the Seller or a member of the Seller ’s Group on the onehand and any third party on the other hand and are Exclusively Related to the Business ( including, withoutlimitation, Products - Only Tenders ), but excluding the Excluded Contracts, this Agreement and any AncillaryAgreement ; means ( i ) the Relevant Employees to whom the Purchaser ( or a member of thePurchaser ’s Group ) offers employment and who accept such 26 employment and become employed by the Purchaser ( or a member of the Purchaser ’s Group ) in accordancewith Schedule 8 ; and ( ii ) any Relevant Employees who transfer to the Purchaser ( or a member of thePurchaser ’s Group ) by operation of the Transfer Regulations and do not object to such transfer ( to the extentpermitted by the Transfer Regulations ) in accordance with Schedule 8 ; and meansany one of them ; means Contracts relating to Intellectual Property RightsExclusively Related to the Business that are between the Seller or a member of the Seller ’s Group on the onehand and any third party on the other hand including any such Contracts set out in Part 2 of Schedule 2 andincluding, for the avoidance of doubt, the OBM Intellectual Property Contracts ; means the Intellectual Property Rights listed at Part 1Aof Schedule 2 ( except where such Intellectual Property Rights are Owned Product Intellectual PropertyRights ) and all other Intellectual Property Rights Exclusively Related to the Business and owned by anymember of the Seller ’s Group ( other than the Company ), including the Registered Transferred ProductIntellectual Property Rights, the OBM Intellectual Property Rights, and, for the avoidance of doubt, excludingany Intellectual Property Rights in Seller Combination Compounds ; means the transitional services agreement to be entered into betweenthe Seller or its Affiliate and the Purchaser or its Affiliate at Closing ( and each local agreement entered intopursuant to such transitional services agreement ) on terms consistent with the heads of terms in the AgreedTerms ; means the transitional distribution services agreement tobe entered into between the Seller or its Affiliate and the Purchaser or its Affiliate at Closing ( and each localagreement entered into pursuant to such transitional distribution services agreement ) on terms consistent withthe heads of terms in the Agreed Terms ; has the meaning given to it in Schedule 25 ; means all United States ( within the meaning of section 3(3 ) ofERISA ), severance, change in control or employment, vacation, incentive, bonus, stock option, stockpurchase, or restricted stock plans, programmes, agreements or policies benefiting the Employees ; means the sale and purchase agreement dated the date of thisAgreement ( as amended ) between the Purchaser and the Seller relating to the sale and purchase of thePurchaser ’s vaccines business ; means within the European Union such Taxation as may be levied in accordance with ( but subject toderogations from ) Council Directive 2006/112 / EC and outside the European Union any Taxation levied byreference to added value or sales ; 27 means the Worker Adjustment and Retraining Notification Act of 1988 of the United States ; and means the trade mark and domain name licenceagreement dated 30 November 2012 ( as amended from time to time ) between ( i ) [COMPANY] Group Limited;(ii ) SmithKline Beecham ( Australia ) Pty Limited ; ( iii ) [COMPANY] Australia Pty Limited ( together, aslicensors ) ; ( iv ) [COMPANY] Intellectual Property Management Limited and ( v ) Aspen Global Incorporated(as licensee ), relating to the licensing of certain Intellectual Property Rights in Australia