definiens: , and have the meanings given in paragraph 33 of Schedule 5 ; means the interest - bearing bank account maintained by the Escrow Account Agent in accordance with the terms of thisAgreement and the Escrow Agreement ; means Apex Corporate Trustees ( UK ) Limited of 6 Floor 125 Wood Street, London EC2V 7AN ; means the agreement in the Agreed Form to be entered into on Completion between ( 1 ) the Purchaser ( 2 ) the Vendor, ( 3)the Escrow Account Agent and ( 4 ) [COMPANY] International ; means USD $ 4,500,000 ; means USD $ 15,300 ( excluding VAT where applicable ) ; means the escrow fee side letter in the Agreed Form to be entered into on Completion between ( 1 ) the Purchaser ( 2 ) theVendor, ( 3 ) the Escrow Account Agent and ( 4 ) [COMPANY] International setting out the fees payable to the Escrow Account Agent pursuant to theEscrow Agreement;ʺEstimated Cashʺ means USD $ 724,323, being the parties ' estimate of what Cash will be as at the Effective Time;ʺEstimated Debtʺ means USD $ 641,552, being the parties ' estimate of what Debt will be as at the Eﬀective Time, including for the avoidance ofdoubt ( i ) the parties ' estimate of the amount required to repay the Commerzbank Loan ; and ( ii ) the Deferred VAT, in each case at the EﬀectiveTime ; has the meaning given in Clause 9.6(d ) ; means Estimated Cash less Estimated Debt ; means, in respect of any amount denominated in any currency and to be converted into any other currency on any date, therate of exchange listed on Bloomberg.com for that conversion on that date or ( if none is listed for that date ) on the next day on which a rate islisted ; means the exclusive manufacturing and supply agreement in the Agreed Form to beentered in between [COMPANY] International A / S and the Company on the Completion Date ; means, in respect of each Exit Bonus Participant, the letter dated 22 September 2020 or 19 November 2020 ( as applicable)from the Vendor to that Exit Bonusth12CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT ISNOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED