definiens: means the pension scheme of the Dutch Seller, operated by Allianz Nederland Levensverzekering N.V. ; means the entire administration, books, records and other data ( whether stored on data carrier s or in hardcopy ) directly relating to the Dutch Business, relating to the period up to the Completion Date ( for the avoidance of doubt, excluding the Dutch Seller ’s accounting, corporate and other records which do not relate directly to the Dutch Business ) ; or means all corporate or other income taxes ( including divestment premiums ), wage withholding tax, social security contributions, value added and sales tax, capital tax, real property transfer tax, other real estate taxes and environmental taxes and customs and excise or other duties, including any interest and penalties relating to it, due, payable, levied or accrued as at the date hereof imposed by any national, federal, State, provincial, municipal and other governmental authority in any relevant jurisdiction in respect of the Dutch Business ; means ( a ) any tax imposed in conformity with ( but subject to derogation from ) the Directive of the Council of the European Economic Communities ( 2006/112 / EEC ) ; and ( b ) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in ( a ) above, or elsewhere ; has the meaning ascribed thereto in clause 21.1 ; means has the meaning set out in paragraph 24.1 of Part 1 of Schedule 4 ; means any bonus, profit sharing, savings, redundancy and/or exit arrangement, share incentive, share option and/or stock appreciation rights scheme an d / or share repurchase scheme ; means any interest or equity of any person ( including any right to acquire, option or right of pre -emption ) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement ; means the joint interest -bearing bank account at the Escrow Bank to be established in accordance with the Escrow Letter ; means the Buyers ’ Solicitors and the Sellers ’ Solicito rs ; means Royal Bank of Scotland plc ; 7 means the letter, in the agreed form, to be signed by the parties instructing and authorising the Escrow Agents to establish and operate the Escrow Account ; means the best estimate of the Sellers of the Completion Net Cash / Debt as at the Completion Date, set out in the Estimated Initial Consideration Statement ; means the best estimate of the Sellers of th e Completion Working Capital as at the Completion Date, set out in the Estimated Initial Consideration Statement ; means the statement setting out certain adjustments to the Headline Initial Consideration prepare d by the Sellers on a basis consistent with the calculation of the Target Working Capital and the Target Net Cash / Debt including appropriate support documentation and agreed with the Buyers ; has the meaning given in Schedule 8 ; means F idelta d.o.o . za istrazivanje i razvoj ( formerly known as [COMPANY] istrazivacki centar d.o.o . ), a limited liability company incorporated and registered in Croatia with registered number 080471508 and whose registered office is at Prilaz baruna Filipovica 29, Zagreb, Grad Zagreb, 10000 Zagreb ; means an organism whose genetic material has been altered using genetic engineering techniques ; means in relation to a company, that company, any subsidiary OR subsidiary unde rtaking or any holding company OR parent undertaking from time to time of that company, and any subsidiary OR subsidiary undertaking from time to time of a holding company OR parent undertaking of that company . Each company in a Group is a member of the Gr oup ; means the sum of € 129,000,000 ; has the meaning given in clause 1.11 ; means the International Financial Reporting Standards, including International Accounting Standards and Interpretations issued by the International Accounting Standards Board ; means the Headline Initial Consideration as adjusted p ursuant to the terms of the Estimated Initial Consideration Statement ; has the meaning given in clause 9.1 ; means the period from ( and including ) the date of this Agreement up to ( and including ) Completion or, if earlier, the termination or rescission of this Agreement in accordance with its terms ; 8 means patents, registered trade marks, registered designs, domain names, copyright and related rights, design rights, database rights, rights in the natur e of copyright, and rights in trade names, business names and unregistered trade marks, together with applications for any of the foregoing and the right to apply for any of the foregoing, rights in know how, proprietary and confidential information and in ventions and all other intellectual property rights and all other forms of protection having equivalent or similar effect to any of the foregoing arising anywhere in the world ; has the meaning given in paragraph 21.2 of Part 1 of Schedule 4 ; means 11.59pm on 30 April 2014 or such later time and date as may be agreed in writing by the Buyers and the Sellers ; means the research agreement dated 4 February 2014 between the Dutch Seller and Academisch Ziekenhuis Leiden, also acting under the name Leiden University Medical Center ; means together the 2013 Management Accounts and the 2014 Management Accounts ; has the meaning given to that term in Part 1 of Schedule 6 ; has the meaning given to that term in Part 1 of Schedule 6 ; means a parent undertaking as defined in section 1162 of the Companies Act 2006 ; means each of the Dutch Pension Scheme and the UK Pension Scheme ( together the Pension Schemes ) ; means the liquidation of the Carved -Out US Entities, proposed to occur after Completion in the sole discretion of the Seller ; has the meaning given to that term in Part 1 of Schedule 7 ; has the meaning given to that term in Part 1 of Schedule 7 ; means the reorganisation of the Seller ’s Group to occur prior to Com pletion in accordance with step 4 of the Pre -Completion Restructure Paper pursuant to which, the Carved -Out US Entities will be transferred such that they comprise part of the Retained Group and the intercompany balances as between the Target Group and the Retained Group will be settled, in each case prior to Completion ; 9 means the steps paper in the agreed form prepared by EY and setting out the steps to be taken to implement the Pre -Completion Restructure ; has the meaning given to that term in Part 1 of Schedule 6 ; has the meaning given in paragraph 26.1 of Part 1 of Schedule 4 ; has the meaning given in paragraph 26.1 of Part 1 of Schedule 4 ; means the aggregate consideration for the Services Division to be paid in accordance with and as adjusted by clause 4 ; means the date falling 15 calendar months after the Completion Date ; means a claim under this Agreement or a claim under the Tax Deed ; has the meaning given to that term in clause 11.4 ; has the meaning given in the Tax Deed ; has the meaning given to that term i n Part 1 of Schedule 6 ; means, following Completion, the Seller and each member of the Seller ’s Group, including the Dutch Seller and the Carved -Out US Entities ; means the additional Purchase Price ( if any ) determined in accordance with clause 4 and Schedule 7 ; has the meaning given to that term in Part 1 of Schedule 6 ; means the 16,661,424 ordinary shares of £ 0.25 each in the Company, all of which have been issued and are ful ly paid, and which comprise the whole of the issued share capital of the Company ; means the Seller and the Dutch Seller collectively ; means the indemnities in clauses 6.2, 6.3, 6.4, 6.7, 10.1, and clause 11.1 ; means a claim brought by the Buyers for breach of any of the Sellers ’ Indemnities by the Sellers ; means VVGB Avocats, Versalius Building, Barricadenplein, 13 Place des Barricades, 1000 Brussels, Belgium ; 10 means the warranties given pursuant to clause 7 ( excluding clause 7.10 ) and set out in Schedule 4 ; means the agreement, in the agreed form, between the Buyers and the Seller in relation to the purchase following Completion of certain services by members of the Retained Group from the Target Group and the Dutch Buyer ; means together the Target Group and the Dutch Business ; means BioFocus DPI Ltd and Arge nta Discovery 2009 Ltd ; has the meaning given to that term in Part 1 of Schedule 6 ; means the companies, details of which are set out in Part 2 of Schedule 1, each a Subsidiary ; has the meaning given in clause 1.11 ; means a subsidiary undertaking as defined in section 1162 of the Companies Act 2006 ; means a Relevant Claim that has been : ( a ) agreed in writing by the parties to the Relevant Claim, both as to liability and quantum ; or ( b ) finally adjudicated by a court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal ; means the letter ( i ncluding the annexes thereto ) to be delivered on the Completion Date from the Sellers to the Buyers and countersigned by the Buyers, that is described as the Supplementary Disclosure Letter and which shall disclose only matters which have occurred in the p eriod between the date of this Agreement and Completion ; means the Company and each of the Subsidiaries ; means a member of the Target Group ; has the meaning given to that term in Part 1 of Sch edule 6 ; has the meaning given to that term in Part 1 of Schedule 7 ; has the meaning given to that term in Part 1 of Schedule 6 ; 11 has the meaning given in the Tax Deed ; means the tax deed between the UK Buyer and the Seller in the agreed form ; means the warranties set out in Part 2 of Schedule 4 ; has the meaning given in the Tax Deed ; means the warranties set out in paragraphs 1.1 - 1.3 ( inclusive ), 2.1 - 2.7 and paragraph 32 of Part 1 of Schedule 4 ; means the study agreement dated 12 August 2010 between the Dutch Seller and Nederlandse Organisatie voor Toegepast -Natuu rwetenschappelijk Onderzoek TNO, as amended and/or supplemented by an annexure dated on or about 30 May 2013 ; as used in the Tax Warranties has the meaning given in the Tax Deed, and as used elsewhere in this Agreement means the transaction contemplated by this Agreement or any part of that transaction ; means, ( a ) the Licensed Know -How as defined in the licence agreement referred to in paragraph 4 of Schedule 2 and ( b ) the Crucell Know How as defined in the Crucell Licence ; means the transitional services agreement in the agreed form between the Sellers and the Buyers relating to the mutual provision and receipt of certain services specified therein, including without limitation, the sharing of certain facilities and equipme nt during the term of the TSA ; means generally accepted accounting principles applied in the UK ( incorporating Statements of Standard Accounting Practice, Financial Reporting Standards and Urgent Issues Task Force Abstracts issued or adopted by the Financial Reporting Council ; means the group personal pension scheme with Scottish Widows and which is registered under Chapter 2 of Part 4 of the Finance Act 2004 ; means Julie Frearson, Melody McDonough and Kazuo T akeuchi ; means : ( a ) the amounts payable or paid to or in respect of the employment of the relevant employee ( including but not limited to salary, wages, US Tax and social security contributions, employer ’s pension, retirement, o r deferred compensation contributions, insurance premiums payments and allowances or any other consideration for employment ) ; and ( b ) the costs of providing any non -cash benefits, which the employer is required to provide, by law or contract or customarily provides in connection with such employment ( including other employee benefit provisions and free time ) ; 12 means any and all costs and losses directly arising out of or directly connected with employment or the employment relationship, or the initiation or the termination of employment, or of the employment relationship with an employee ( including all costs and losses in connection with any claim, demand, complaint, award, judgment, or damages or compensation for unfair or wrongful dismissal, breach of contract, unpaid wages, discrimination, or any legal liability arising from federal, state, or local law ; means the United States Foreign Corrupt Practices Act 1977 ( as amended ) ; means generally accepted accounting standards in the United States as promulgated by the Financial Accounting Standards Board ; means value added tax charged under the Value Added Tax Act 1994 and any equivalent or similar tax in any jurisdiction other than the United Kingdom, including ( without limitation ) any turnover, sales, use, distribution or corresponding Tax ; has the meaning given to that term in the Disclosure Letter ; means the virtual data room hosted by the Sellers and made available to the Buyers in relation to their pre -contractual due diligence on the Services Division prior to 8.0 0 pm ( GMT ) on 5 March 2014 ; means the warranties under clause 7 and Schedule 4 ; and has the meaning given to that term in Part 1 of Schedule 6 ; 1.2 . Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement