definiens: to mean ( i ) any natural person resident in the United States ; ( li ) any partnership or corporation organized or incorporated under the laws of the United States ; ( ill ) any estate of which any executor or administrator is a U.S. person ; ( iv ) any trust of which any trustee is a U.S~ person ; ( v ) any agency or branch of a foreign entity located in the United States ; ( vi ) any non - discretionary account or similar account ( other than an estate or trust ) held by a dealer or other fiduciary for the benefit or account of a U.S. Person ; ( vii ) any discretionary account or similar account ( other than an estate or trust ) held by a dealer or other fiduciary organized, incorporated, or ( if an individual ) resident in the United States ; and ( viii ) any partnership or corporation if : ( A ) organized or incorporated undei : the laws of any foreign jurisdiction ; and ( 13 ) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or c0033F. Med ..... ( SPA ) PAGE 7 incorporated, and owned, by accredited investor ( as defined in Rule 501(a ) under the Securities Act ) who are not natural persons, estates or trusts ; ( b ) At the time the buy order for the Common Stock was originated, [COMPANY] PLC was located outside the United States ; ( c ) Neither [COMPANY] PLC nor any of its affiliates nor anyone acting on its or their behalf has engaged or will engage in any Directed Selling Efforts with respect to the Common Stock, and all such persons understand and have complied and will otherwise comply with the requirements of Regulation S ;, Cd ) [COMPANY] PLC will not, through its own actions or any of its affiliates or any person acting on its or their behalf, during the Distribution Compliance Period applicable to the Common Stock, offer or sell any of the Common Stock ( or create or maintain any derivative position equivalent thereto ) in the United States, to or for the account or benefit of [COMPANY] PLC other than in accordance with Regulation S, or engage in hedging transactions with regard to any of the Common Stock in the United States, to or for the account or benefit of MedevaPLC other than in compliance with the Securities Act ; and ( e ) [COMPANY] PLC will, after the expiration of the applicable Distribution Compliance Period, offer, sell, pledge or otherwise transfer the Common . Stock ( or create or