definiens: means Trade Marks, Patent Rights, Registered Designs and Copyright ; means, in relation to the Group Companies, the aggregate of all amounts ( other than trading balances incurred in the ordinary course of business ) payable ( whether or not due or owing ) from any Group Company to a person in the Seller 's Group ( excluding the Group Companies ) less the aggregate of all amounts ( other than trading balances incurred in the ordinary course of business ) payable ( whether or not due or owing ) from any such person to any Group Company ; means written agreements or licences relating to the Group IP ; means all documents, records, tapes, discs, diskettes and any other materials whatsoever containing Copyright works, Know - How or Software ; -5- < PAGE > means written agreements or licences whereby the Group Companies use or exploit any Information Technology owned by a third party as specified in Schedule 4 Part 4 ; means confidential industrial and commercial information and techniques in any form including ( without limitation ) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers, all of which being related to the Eyecare Business ; means the licences in the agreed terms between Biocompatibles Limited and Cooper Vision International Holding Company, 5/20/2019 https://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txthttps://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txt 7 / 107 LP and Biocompatibles Limited and Cooper Vision Technology Inc relating to certain Intellectual Property as specified therein ; means written agreements whereby the Group Companies use or exploit any Intellectual Property belonging to a third party as specified in Schedule 4 Part 1 ; means written agreements whereby the Group Companies have authorised or otherwise permitted any use whatsoever of any Group IP, or granted to any third party any right or interest in respect of any Group IP as specified in Schedule 4 Part 2 ; has the same meaning as the term in the Licence Agreements ; has the same meaning as the term in the Licence Agreements ; means all losses, liabilities, costs ( including without limitation legal costs and experts ' and consultants ' fees ), charges, expenses, actions, proceedings, claims and demands ; means the management accounts of the Companies for the period since the Accounts Date to 30 November 2001, a copy of which are attached to the Disclosure Letter at Appendix B ; means unit costs prepared on a marginal costing basis incorporating direct costs only comprising material, labour and direct overhead costs, using a US Dollar / Sterling exchange rate of 1.5 and calculated as the combined average of each of the average monthly unit costs for the months of October, November and December 2001 ; means a statement showing the Net Asset Value of the Group Companies, on a consolidated basis, at Closing ; means the aggregate of : ( i ) cash at bank and in hand ; ( ii ) stocks ; ( iii ) work in progress ; ( iv ) debtors ; ( v ) other assets ( other than fixed assets and other long term assets ) capable of being converted into cash within one year of the Closing Date ; less ( vi ) creditors ; ( vii ) other current liabilities which shall exclude any amounts payable in the future under Finance Leases, amounts due under hire purchase agreements, conditional sale or instalment payment arrangements ; -6- < PAGE > provided that Financial Borrowings and Intra - Group Debt shall be excluded for the purpose of items ( iv ), ( v ), ( vi ) and ( vii ) ; means products of the Eyecare Business other than those products containing the PC polymer ; 5/20/2019 https://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txthttps://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txt 8 / 107 means patent applications or patents, including any divisions, renewals, continuations, re - filings, confirmations - in - part, substitutions, registrations, confirmations, additions, extensions or reissues of any such thing and any similar or analogous rights to any of the above, whether arising or granted under the law of England or any other jurisdiction in any part of the world ; means products of the Eyecare Business containing the PC polymer ; means the properties set out in Schedule 3 and means any one of them ; means ' L'7,725,000, being the Seller 's reasonable estimate of the likely level of Financial Borrowings at Closing ; means ' L'29,142,000, being the Seller 's reasonable estimate of the likely level of Intra - Group Debt at Closing ; means the UK Purchaser or the US Purchaser as the context requires and, in the case of doubt, whichever of the UK Purchaser or the US Purchaser the US Purchaser ( at its sole discretion ) shall designate ; means the UK Purchaser and the US Purchaser ; means CMS Cameron McKenna of Mitre House, 160 Aldersgate Street, London EC1A 4DD ; means registered designs, applications for registered designs and all rights or forms of protection of a similar or analogous nature, whether arising or granted under the law of England or of any other jurisdiction in any part of the world ; means the Intellectual Property listed in Schedule 4 Part 3 ; means those employees of the Group Companies who are immediately prior to Closing employed in the Group ; means those persons employed by a Group Company which the Seller wishes to employ with the Seller 's Group ; means the sales figures of the Companies for the period since the Accounts Date to 30 November 2001, a copy of which is attached to the Disclosure Letter at Appendix C ; means the Seller and its subsidiaries from time to time ( which shall include the Group Companies prior to Closing but exclude them thereafter ) ; means Linklaters & Alliance of One Silk Street, London EC2Y 8HQ ; means the warranties given by the Seller pursuant to Clause 8 and Schedule 7 and means any one of them ; means any employee employed or engaged in relation to the Group on an annual salary ( on the basis of full - time employment ) in excess of ' L'50,000 or local equivalent ; means the UK Shares, the US Shares and the Canadian Shares ; -7- < PAGE > 5/20/2019 https://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txthttps://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txt 9 / 107 means any and all computer programs in both source and object code form, including all modules, routines and sub - routines such programs and all source and other preparatory materials relating to them, including user requirements, functional specifications and programming specifications, ideas, principles, programming languages, algorithms, flow charts, logic, logic diagrams, orthographic representations, files structures, coding sheets, coding and any manuals or other documentation relating to them and computer generated works ; means Paul Aris IT Manager Aris Aristodimou Sales Representative Clair Batty Customer Services Supervisor Jason Burden Production Stuart Cockerill Marketing Manager Paul Davies Sales Manager Lucy Edwards Secretary David Franklin Production Tony Fulford Quality Engineering Manager Pedro Garcia Scientist Haidee Goodwin Sales Representative Brenda Hall Clinical Trials Manager Tim Hills IT Technician Steve Jones Research Director Graham Lockie Sales Director John Lyons Sales Representative Emma Mayne Customer Service Representative Jane Moore Customer Service Representative Graham Mullis Managing Director Fiona Poole Finance Mike Read Quality Services Manager Tarnia Ross IT Administrator Louise Staniforth Customer Service Representative John Steadman Production Manager Nick Williams Finance Director -8- < PAGE > Geoff Tomsett IT Director Darren Hall Global Production Director other than those persons who the Seller and the Purchaser agree will remain in the employment of a company other than a Group Company such agreement to be reached no later than 5 days before Closing ; means the companies listed in Part 2 of Schedule 2 ; means the Income and Corporation Taxes Act 1988 ; or means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference ( including without limitation social security contributions and any other payroll taxes ), whenever and wherever imposed ( whether imposed by way of a withholding or deduction for or on account of tax or otherwise ) and in respect of any person and all penalties, charges, costs and interest relating thereto ( save to the extent such penalties or interest are attributable to unreasonable delay by the Purchaser or any member of the Purchaser 's Group after Closing or to the failure of the Purchaser to comply with its obligations under this Agreement or the Tax Indemnity ) ; means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in 5/20/2019 https://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txthttps://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txt 10 / 107 relation to Taxation ; means the deed of covenant against Taxation in the agreed terms to be entered into at Closing ; means the assignment in the agreed terms between Biocompatibles Limited and the Purchaser / Group Companies relating to certain Trade Marks as specified therein ; means trade, logo or service mark applications or registered trade marks, logo or service marks, registered protected designations of origin, registered protected geographic origins, re - filings, renewals or reissues of any of the above, unregistered trade or service marks, domain names, get up and company names in each case with any and all associated goodwill and all rights or forms of protection of a similar or analogous nature, including rights which protect goodwill, whether arising or granted under the law of England or of any other jurisdiction in any part of the world ; means the Biocompatibles Retirement Plan and the Hydron Pension Scheme ; means all the issued shares in the capital of Hydron, details of which are set out in Schedule 1 ; means unit costs for certain products of the Eyecare Business, calculated on an Absorption Costing Basis or Marginal Costing Basis ; means the US Purchaser and its subsidiaries from time to time ; means all the issued shares in the capital of BE Inc., details of which are set out in Schedule 1 ; means Intellectual Property ( other than Patent Rights, registered Trade Marks, applications for registered Trade Marks and Registered Designs ) owned or used by the Group Companies ; and means within the European Union such Tax as may be levied in accordance with ( but subject to derogations from ) the Directive 77/338 / EEC and outside the European Union any Taxation levied by reference to added value or sales