definiens: means any and all data, inventions, methods, proprietary information, processes, trade secrets, techniques and technology, whether patentable or not but which are not generally known, including discoveries, formulae, materials ( including chemicals ), biological materials ( including expression construc ts, nucleic acid sequences, amino acid sequences, and cell lines ), practices, test data ( including pharmacological, toxicological, pre -clinical and clinical information and test data ), analytical and quality control data ( including drug stability data ), ma nufacturing technology and data ( including formulation data ), and sales forecasts, data and descriptions ; means 31 December of the financial year on which the Company ’s last audited financial statements and accounts were last required to be filed with the UK Registrar of Companies ; means that certain license and collaboration agreement among the Buyer, the Company, F -star GmbH and F -star, dated 24 August 2016 ; means the separately designated interest bearing US dollar deposit account with SunTrust Bank opened by the Escrow Agent and operated in accordance with the Escrow Agreement into which payment of such amounts as required by clause 3.6 will be made by the Buyer ; each of the Sellers in Schedule 1 marked with an asterisk ( * ) ; means the loan notes instrument to be issued by the Buyer in the agreed form ; means the unaudited monthly management accounts of the Company in respect of the period starting on the day after the Last Accounting Date and ending on the last day of the calendar month preceding the date of this Agreement for which such accounts have been prepared ; has the meaning given to it in clause 7.1.1 of Schedule 7 ; means : a ) in the event of a [ * * * ], [ * * * ], provided that if an Initial Payment True Up Event subsequently occurs, then the Maximum Contingent Consideration will be [ * * * ] ; b ) in the event of a [ * * * ], provided that if an Initial Payment True Up Event subsequently occurs, then the Maximum Contingent Consideration will be [ * * * ] ; c ) in the event of a [ * * * ] ; or d ) in the event of a [ * * * ], [ * * * ] ; Confidential * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a confidential treatme nt request