definiens: means the Supply Agreement, the Initial PO Units Si de Letter, the Distribution and Supply Agreement and any other doc uments entered into pursuant to the foregoing agreements, and this Agreement ; corruption Laws ” has the meaning given in Schedule 4 ; Annual Bonus Scheme ” means any plan or scheme maint ained or sponsored by the Seller or any member of the Aspen Group pursuant to which employe es are paid a 13th cheque or other amount based on company and/or employee performance ; means the active pharmaceutical ingredient of each Product ; 3 means the binding / mandatory employment laws within the Territory of the Seller ’s Affiliates and Purchaser ’s Affiliat es acting as employers of Employees to be transferred by Law ; Applicable Laws ” means, with respect to any Person ( including Affiliates of the Seller or the Purchaser ), property, transaction or matter, an y regulation ( including EU regulation ), statute, law ( including common law ), subordinate legislation, act, treaty, ordinance, de cree, directive, rule, circular, code, order, recommendation, notice, dire ction, code of practice, judgement or decision enacted, issued or promulgated by, or entered into with, any Governmental Authority and w hich has the force of law, relating or applicable to that Person, property, transaction or matter ; Aspen Business ” means the business of any member of the Aspen Gro up including for the avoidance of doubt the business of any member o f the Aspen Group of Manufacturing and Commercialising products under the Brand Names in a Retained Territory ( but excluding the Commercialisation Business ) ; means the Seller, the Seller ’s Affiliates ( includ ing, for the avoidance of doubt, any Designated Seller ) and the Seller ’s A ssociated Undertakings from time to time ; means insurance policies taken out and maintained b y or on behalf of members of the Aspen Group ; means : any of the Trade Marks set out in Attachment 1 ; any Trade Marks confusingly similar to those Trade Marks set out in Attachment 1 ; and the corporate name of any member of the Aspen Group, in each case whether registered or unregistered ; means the Products that are in the process of being discontinued, or which are to be discontinued, in certain Countries of the Territory, listed in Schedule 9 ; means an agreement between Aspen or a member of the Aspen Group, and a Third Party for the supply of API, bulk Produ ct, medical devices, finished Product or any other component us ed in the Manufacture of one or more Products ; has the meaning given in Clause 8.6 ; in relation to any Person, means any Undertaking in which ( a ) that Person, ( b ) any subsidiary or subsidiary undertaking of that Person, ( c ) any holding company of that Person or ( d ) any subsi diary or subsidiary undertaking of any such holding company ( for the pu rposes of this definition, hereinafter referred to as ) has an inter est from time to time of twenty percent ( 20 % ) or more, the q uestion of whether such an interest exists to be determined by whether Party Y : has an interest in twenty percent ( 20 % ) or more of the shares of such Undertaking ; or is entitled, through sh areholding or otherwise, to receive twenty percent ( 20 % ) or more of the income of such Undertaking on any distribution by it of all of its income or is entitled to receiv e twenty percent ( 20 % ) or more of the assets of such Undertaking on a wind ing up ; or holds, through shareholding or otherwise, twenty pe rcent ( 20 % ) or more of the voting rights in such Undertaking ; has the meaning given in Schedule 21 ; has the meaning given in Clause 14.2 ; means any warranty, representation, statement, assu rance, covenant, agreement, undertaking, indemnity, guarantee or com mitment set forth on Schedule 20 ; has the meaning given in Clause 33.2 ; means the Trade Marks set out in Schedule 16 ; means any day that is not a Saturday, Sunday or a d ay on which banking institutions in Mauritius and Ireland are not open for general business ; means any clinical trial in respect of th e Products, undertaken by or on behalf of the Aspen Group or the Purchaser Group, f ollowing the Completion Date, but excluding for the avoidance of doubt, the Ongoing Clinical Trials ; has the meaning given in Clause 17.2 ; means the business carried on by the relevant membe rs of the Aspen Group as at Effective Date in respect of the Commer cialisation of the Products in the Territory, but excluding ( i ) the Ex cluded Assets ( ii ), for the avoidance of doubt, the business carried on in respect of the Commercialisation of products under the Brand Names in the Retained Territory and ( iii ) the French Business ; has the meaning given in Clause 2.2 ; means six hundred and forty - one million, eight hund red and eighty - five thousand Euros ( EUR 641,885,000 ) ; means ( i ) the contracts set out in Part A of Schedu le 11 ; and ( ii ) the Italfarmaco Agreements ; means all the goodwill arising from the Commerciali sation Business, including the exclusive right for the Purchaser to represent itself as carrying on the Commercialisation Business in succe ssion to the Aspen Group ; means, solely to the extent any member of the Aspen Group has any proprietary right in relation thereto : all books and records exclusively containing or rel ating to Transferring IPR or Transferring Know - How or on which such Transferring IPR or Transferring Know- How is recorded or stored ( including all documents and other material, whether human or computer or ma chine readable ) ; copies of the documents ( or such other format as ma y be agreed between the Seller and the Purchaser ) recording the PDA Data ; copies of those documents comprising the Data Room where such documents relate exclusively to the Commercialisati on Business ; the deeds, documents of title, certificates and rec ords relating exclusively to the Transferring IPR ; all regulatory files and data from pre -clinical and clinical studies and ( in any case in any form or medium ), all dossiers and techn ical documents relating to the Product Registrations ; copies of all consumer complaint reports exclusively relating to the Commercialisation Business ; copies of all agreements and material correspondenc e with any Governmental Authority relating exclusively to the Commercialisation Business, including relating to the current pricing and reimbur sement of the Products in the Territory ; copies of all Periodic Safety Update Reports for th e Products in the Territory for the two ( 2 ) years prior to the Comple tion Date ; artwork proprietary to the Aspen Group which is use d exclusively in the Co mmercialisation Business immediately prior to the C ompletion Date ; customer lists, list of all physicians and pharmaci sts, sales, marketing and promotional information ; and correspondence, orders and enquiries, but excluding any Excluded Commercialisation Busine ss Records ; means to Promote, Distribute, sell, and/or offer fo r sale a product and any related actions and and shall be construed accordingly ; means the Aspen International Phantom Share Schem e ; means any supra - national, national, state, munici pal or local government ( including any sub - division, court, admi nistrative agency or commission or other authority thereof ) or any go vernmental or quasi - governmental or private body exercising any r egulatory, taxing, importing or other governmental or quasi - government al authority ( including any tribunal, securities exchange, compe tition or antitrust authority, or supervisory body ) ; means, with respect to any Product, any product t hat has the same API, the same indications and is in the same dosage form as the applicable Product ; means any Competent Authority, in any jurisdiction, which is responsible for applying merger control or other co mpetition or antitrust legislation in such jurisdiction and, for the avoidance of doubt, includes the notion of as that term is used in the EU Merger Regulation ; means the conditions set out in Part A of Schedu le 2 ; means completion of the sale and purchase of the Commercialisation Business Assets under this Agreement ; has the meaning given in Clause 9.1 ; means 11.59 p.m. on the Completion Date ; 4 means with respect to a Party and its Affiliates ( i ) all information of any kind whatsoever ( including without limitation, data, compilations, formulae, models, patent disclosures, procedures, p rocesses, projections, protocols, results of experimentation and testing, specifications, strategies, techniques and all non- public intellectual property rights ), and all tangible and intangible e mbodiments thereof of any kind whatsoever ( including without limitatio n, apparatus, compositions, documents, drawings, machinery, paten t applications, records and reports ), that is disclosed by or on be half of such Party to the other Party hereunder . This Agreement and the t erms and conditions hereof shall be the Confidential Informa tion of both Parties ; ( ii ) the existence, provisions or subject matter of this Agreement or any other document or agreement entere d into pursuant hereto or thereto ; ( iii ) the content of any discuss ions or negotiations relating to this Agreement ; ( iv ) all other informat ion or material, including, without limitation, any documents, notes, analyses, studies, summaries, samples, drawings, diagrams, designs, fl owcharts, databases, models, plans, software ( including sourc e and object codes ), contracts and agreements, received, obtaine d or generated under or pursuant to this Agreement which relates t o the other Party, its business or products its Affiliates, and their respective businesses, affairs and condition, whether financial, operation al or otherwise ; ( v ) any and all information or material relevant to thi s Agreement as may be shared by a Party in relation to a Third Party ; and ( vi ) any and all information or material relevant to this Agreement that a Party comes into contact with through, inter alia, visual inspe ctions, audits, site visits, independent third parties, and/or otherwise ; means the date of assignment, novation, or novation in part ( as applicable ) of the Commercialisation Business Contr act or Transferring Tender, or Relevant Part of the Shared Commercialis ation Business Contract from the Contract Transferor to the Purcha ser or its Affiliate pursuant to Schedule 11 ; means any member of the Aspen Group who is party to a Commercialisation Business Contract, Shared Commerc ialisation Business Contract ( whether or not identified as suc h in Schedule 11 ), Transferring Tender or Non - Transferring Tender ; 5 means, when used with respect to a Person : ( i ) ownership ( directly or indirectly ) of more than fifty percent ( 50 % ) or at least fifty percent ( 50 % ) plus one of the shares or stock entitled to v ote for the election of directors or governing body of such Person or ( ii ) the ability otherwise to direct, cau se the direction of or control the actions of such Person or the management or policies of such Person, whether through direct or indirect ownership of voting securities, by contrac t or otherwise, and, and shall have correlative meanings ; means those countries in the Territory in which a Product ( determined on a Product - by - Product basis ) is sold by or on beh alf of the Aspen Group as at Completion ; and means any of them ; means the Corporation Tax Act 2010 ; or means the principles and guidelines of Good Manufac turing Practice for medicinal products for human use as promulgated under Applicable Laws, including Commission Directive 200 3/94 / EC, and Volume 4 of The Rules Governing Medicinal Products in the European Union ; means those documents, information and materials li sted in the Agreed Form data room index attached to the Disclos ure Letter and written to an encrypted USB, which USB will be deli vered to the Purchaser by, or on behalf of, the Seller within th irty ( 30 ) days of the Effective Date ; has the meaning given in Clause 13.5 ; means a company in the Purchaser ’s Group designat ed by the Purchaser as the purchaser of some or all of the Co mmercialisation Business Assets at least ten ( 10 ) Business Days pri or to the Completion Date ; has the meaning given in the citation of the Part ies above ; means the letter having the same date as this Agree ment, written by the Seller to the Purchaser in relation to the Seller W arranties for the purposes of Paragraph 8 of Schedule 5, in the Agree d Form as at the Effective Date ; means, with respect to each Product, the action of selling, receiving, warehousing, storing, handling, picking, packing, t ransporting and where applicable, importing and exporting of the Pr oducts and all related activities, and shall have a corresponding meaning ; means that certain Distribution and Supply Agreemen t by and between Purchaser and Seller ; has the meaning given in Clause 50 ; 6 means all Intellectual Property owned by the Aspe n Group that subsists in the dossiers of the Product Registratio ns, including any and all updates from time to time, but excluding the As pen House Marks and the Excluded IPR ; has the meaning given in the preamble above ; has the meaning given in Schedule 21 ; has the meaning given in Schedule 21 ; has the meaning given in Schedule 21 ; means any claim, mortgage, charge, pledge, lien, a ssessment, assignment, option, deed of trust, lease, levy, lic ense, hypothecation, security interest, title retention, restriction on transferability, defect in title, charge or other encumbrance or arrangement o f any kind, whether voluntarily incurred or arising by operatio n of law or any conditional sale or title retention agreement or ot her agreement, the effect of which is the creation of security, or any other right to acquire or option, any right of first refusal or any right of pre - emption, or any arrangement to create any of the same ;, and each means the single lawful currency of the Euro pean Union used in accordance with the treaties of the European Union as amended from time to time ; has the meaning given in Schedule 2 ; means the amount calculated in Euros using the av erage of the daily exchange rates for the applicable currency as poste d on Bloomberg for the twelve ( 12 ) month period immediately preceding the calculation thereof ; has the meaning given in Clause 2.3 ; 7 any and all books and records which are not used ex clusively in, or do not arise exclusively out of, the Commercialisation Business ( including any information relating to any Shared Commercialisatio n Business Contracts ) ; any and all books and records and information relat ing to any Excluded Asset or Excluded Liability ; any and all books and recor ds and information ( including any books and records and information which would otherwise fall within Paragraphs ( i ), ( ii ) or ( iii ) of the definition of ) which any member of the Aspen Group is required by law to retain ; and any and all books and records and information ( incl uding any books and records and information which would otherwise fall within Paragraphs ( i ), ( ii ) or ( iii ) of the definition of ) which contain information in which any member of the Aspen Group has legal privilege ; 8 contracts with employees assigned to the Commercial isation Business ; for the avoidance of doubt, any contract, agreement or arrangement entered into by a member of the Aspen Group for the lease of a v ehicle ( on an individual, as opposed to a fleet basis ), mobile ph one, tablet and/or laptop for use by a Transaction Affected Employee ; all other contracts, arrangements, agreements, enga gements, guara ntees, licences, purchase orders, customer orders, packagi ng contracts and other commitments in relation to the Commercialisat ion Business other than any Commercialisation Business Contract or the Relevant Part of any Shared Commercialisation Business Contract ; the Excluded Third Party Supply Agreements ; and any contract relating to the renting or leasing of Property ; has the meaning given in Schedule 21, subject to Ap plicable Employment Laws ; means all Intellectual Property other than Transf erring IPR, Transferring Know - How, Licensed Know - How, Third Par ty IPR, and Licensed IPR ; has the meaning given in Clause 14.5 ; means all supply contracts with third parties in re lation to the Manufacture of the Products ; has the meaning given in Clause 15.3 ; means the period of 15 ( fifteen ) Business Days from the date of the Option Trigger Event Notice ; means the facilities agreement, dated 17 May 2018, for Aspen Finance Proprietary Limited, Pharmacare Limited and Aspen A sia Pacific Pty Ltd and arranged by MUFG Bank, Ltd. and Nedbank Lim ited and other banks ; means a year beginning on 1 July and ending on 30 June ; has the meaning given in Clause 15.1 ; has the meaning given in Clause 15.6 ; means any Competent Authority, in any jurisdiction, which is responsible for applying foreign investment control or other foreign investment legislation in such jurisdiction ; 9 means the conditions set out in Part B of Schedule 2 ; means the French Distribution Goodwill and the Fr ench employees ; means all of the goodwill arising from the distribu tion of the Products in France ; means the Inventory in respect of France ; means any court, administrative body, local authori ty or other governmental or quasi - governmental authority with c ompetent jurisdiction, any supranational, national, regional, federal, state, district, provincial, local or other governmental, regulatory or administrative authority, Agency, body, commission or other court of competent jurisdiction, tribunal, arbitral body, se lf - regulated entity, private body exercising any regulatory, taxing, imp orting, executive, legislative, judicial, quasi - judicial, regulatory, administrative or other quasi - governmental authority or other legislature, governmental, administrative or Agency, department, body, bureau, council or commission or any other supranational, national, re gional, state, provinc ial, local or other governmental authority or instr umentality, in each case having jurisdiction in the Territory ; has the meaning given in Schedule 4 ; means the Purchaser ’s Group and/or the Aspen Grou p ( as the context requires ) ; means information in relation to a Transaction Affe cted Employee that relates to the employment by a member of the Aspen Group of the relevant Transaction Affected Employee prior to Com pletion and which is, at the time of the Seller ’s receipt of the notice from the Purchaser pursuant to Clause 22.5, in the possession and control of the Aspen Group ; has the meaning given in Schedule 21 ; has the meaning given in Schedule 20 ; means that certain side letter signed by the Partie s on or about the Effective Date for the transfer from Seller to Purc haser of the Initial PO Units ( as defined therein ) ; has the meaning given in Schedule 24 ; means Know - How, Trade Marks, Patents, rights in d esigns ( including rights in three dimensional designs ), copyrights ( i ncluding rights in computer software ), database rights, ( whether or no t any of these is registered and including, for clarity, applications for registration of any such thing ) and all rights or forms of protecti on of a similar nature or having equivalent or similar effect to any of th ese which may subsist anywhere in the world, and any and all clai ms or causes of action ( pending, threatened or which could be filed ) arising out of or related to any infringement or misappropriation of any of the foregoing ; means all inventory including Initial Stock and a ny other form, whether in process of packaging, in process of Manu facture and/or in raw materials ; 10 means the Italfarmaco Agreements set out in Part C of Schedule 11 ; has the meaning given in Clause 24.3(C ) ; means any and all technology, know - how, materials and technical information, including data, inventions ( whether or not patented or patentable ), knowledge, ideas, developments, protot ypes, invention disclosures, designs, sequences, methods, technique s, materials, compositions, chemistries, algorithms, modification s, software, drawings, equipment, protocols, configuration and p rocess information, specifications, models, works of autho rship, improvements, expertise, instructions, processes, f ormulae, formulation information, analytical methodology, ch emical specifications, testing techniques and any other te chnical subject matter ; has the meaning given in Schedule 4 ; means all Intellectual Property owned or controll ed by the Aspen Group that relates to the APIs, including but not l imited to Heparin, Fondaparinux Crude, Fondaparinux Sodium, Danaparoid Crude, Danaparoid Sodium, Nadroparin and Certoparin ; means all Intellectual Property owned or controll ed by the Aspen Group that relates to or is necessary or useful for ( i ) the Manufacture of the APIs or Products and/or Aspen Retained De - Co mmercialised Products, ( ii ) the Commercialisation of the Product s in or for the Territory, and/or ( iii ) Commercialisation of the As pen Retained De - Commercialised Products ; for clarity, Licensed IPR includes, but is not limited to the Licensed API ( other than License d API that constitutes Know - How ), and excludes the Transferrin g Know - How, Third Party IPR, Transferring IPR, Licensed Know - Ho w and the Excluded IPR ; means all Know - How owned or controlled by the Asp en Group that relates to or is necessary or useful for ( i ) the Ma nufacture of the API and/or the Products, and/or Aspen Retained De - Comme rcialised Products, ( ii ) the Commercialisation of the Product s in or for the Territory, and/or ( iii ) the Commercialisation of th e Aspen Retained De - Commercialised Products ; for clarity, Licensed K now - How includes, but is not limited to the Licensed API th at constitutes Know - How, and excludes the Transferring Know - How, Transf erring IPR, Third Party IPR, Licensed IPR and the Excluded IPR ; means 31 December 2020 ( or such later date as the Parties may agree ) ; or means all actions, claims, demands, proceedings, judgements, liabilities, loss, damages, payments, cost, fees an d expenses ( including, without limitation, reasonable attorney ’s fees and expenses ), interest, awards, fines and penalties ; or or means, as applicable, the making, planning, purchas ing of materials for, production, processing, compounding, storage, filling, packaging, labelling, leafleting, warehousing ( prior to batch release ), batch testing, waste disposal, quality release, sample re tention, stability testing and batch release of products ; 11 means any effect which is, or would reasonably be e xpected to be, materially adverse to, ( i ) the Products, the Commercialisation Business or Commercialisation Business Assets or ( ii ) the ability of a Party to consummate the transactions contemplated by thi s Agreement in either case, other than any effect arising out of, relatin g to, resulting from or in connection with ( a ) any change in any Country or foreign economic or political conditions in general or financial mar kets in general, ( b ) any change that affects the pharmaceutical industry, ( c ) any natural disaster or act of nature ; or any hostility, act of war, sab otage, terrorism, military action or any escalation or worsening thereof ; or a ny pandemic, epidemic or other viral outbreak, ( d ) any change in Ap plicable Law or accounting rules or the interpretation thereof, ( e ) the failure of the Products to meet any budgets, projections or other financial forecasts ; provided, that the failure to meet any such projections or other financial forecast(s ) shall not prevent or otherwise affect a determination that th e underlying cause(s ) of any such failure has had or would reasonably be expected to have a Material Adverse Effect, or ( f ) the compliance with the terms of, or the taking any action required or contemplat ed by, this Agreement, except, in the case of each of paragraph s ( a ), ( b ), ( c ) and ( d ), to the extent any such change or event has a m aterially disproportionate effect on a Party and its Affiliat es compared to other participants in the pharmaceutical indus try or on the Products, collectively, compared to a group of other similar products in the pharmaceutical industry ( in which case only such di sproportionate effect may be taken into account in determining whe ther there has been a Material Adverse Effect ; means the Italfarmaco Agreements ; has the meaning given in Clause 11.5 ; means the period commencing on the First Right Op tion Exercise Date and terminating 30 ( thirty ) days thereafter ; 12 means the aggregate of the gross amounts invoiced to customers for the sale of the Products, less ( i ) all withholding taxes, value added taxes or similar sales taxes, including such amount s which are to be paid on the basis of the sales prices of the Produc ts ; ( ii ) all amounts to be paid or credited to such customers by reason of returns, rejection or recalls of the Products ; ( iii ) all trade discounts granted to such customers, including rebates but excluding settleme nt discounts, each as determined in accordance with International Fina ncial Reporting Standards ; means : the public Tenders ; and any private Tenders pending Third Party consent to assign or novate same to the Purchaser ; as listed in Part A of Schedule 10 ; has the meaning given in Clause 31 ; has the meaning given in Schedule 21 ; has the meaning given in Schedule 7 ; means the clinical trial being undertaken by or on behalf of the Aspen Group pursuant to an investigational new drug ( IND ) application held by the Seller as at the Effective Date in respect o f Danaparoid ; and ( ii ) the non -interventional study being underta ken in Germany by or on behalf of the Seller as at the Effective Date, in r espect of Certoparin 8,000 IU ‘ once daily ’ for treatment of venous throm boembolism patients with severely impaired renal function ; means ( i ) in respect of the People 's Republic of China, the Aspen Group ’s business exclusively associated with the ex ploitation of products ( past, present or future ) under the Brand Names Arixtra, Fraxiparine, Mono - Embolex and Orgaran and ( ii ) in r espect of the Russian Federation, the Aspen Group ’s business excl usively associated with the exploitation of products ( past, present or future ) under the Brand Names Arixtra, Fraxipraine, Mono - Em bolex, Orgaran and Embolex as at the date of the Option Tr igger Event Notice ( which business shall comprise, inter alia, the relevant goodwill, contracts with third parties, Intellectua l Property, product registrations, business records and employees dedic ated to the sale of the products under the said Brand Names ) ; 13 means either ( i ) the commencement of a process init iated by the Seller ( or its Affiliates ) for the sale, transfer and assi gnment of the Option Business or for the sale, transfer and assignment o f assets and/or businesses of which the Option Business consti tutes more than fifty ( 50 % ) of the net sales of the entire assets and/or businesses which form the scope of the potential transaction ; or ( ii ) an unsolicited approach from a Third Party to the Seller ( or its Affiliates ) for the purchase, acquisition and as sumption of the Option Business or for the purchase, acquisition and assumption of assets and/or busines ses of which the Option Business constitutes more than fifty ( 50 % ) o f the net sales of the entire assets and/or businesses which form the scope of the p otential transaction ; has the meaning given in Clause 15.2 ; has the meaning given in Schedule 7 ; means the identified new business opportunities as set out in Schedule 7 ; has the meaning given in Clause 30.7 ; has the meaning given in Clause 8.9 ; means any of the following : ( i ) any issued patent, including any inventor ’s certificate, utility model, industrial d esign, substitution, extension, confirmation, reissue, re - examination, r enewal or any like governmental grant for protection of inventions ; ( i i ) any pending application for any of the foregoing, including any continuation, divisional, substitution, addition, continuation - in -part, provisional and converted provisional application ; and ( iii ) to the extent required for the Manufacture of the Products outside of the Terr itory for Commercialisation in the Territory, any foreign pat ents or patent applications, or any other patents or patent applic ations of any kind, corresponding to any of the foregoing ; for the avoi dance of doubt, any reference in this Agreement to any Patent listed on any Schedule to this Agreement includes all of the foregoing with r espect to such listed Patent, whether or not existing as of the Ef fective Date ; means the names, contact details and appointment details for the health care professionals with whom a Transaction A ffected Employee has an appointment scheduled for the purpo ses of promoting any of the Products, and stored on the PD A device used by the Transaction Affected Employee immediately prior to the Completion Time ; means those Product Registrations set forth on Part B of Schedule 21