definiens: means any present or former officer, director, shareholder or employee, of the Vendor or any other person with which the Vendor or any of the foregoing does not deal at arm 's length within the meaning of the Income Tax Act ; means all inventories of every kind and nature and wheresoever situate used in or produced by the Business in respect of the Products, including all finished goods, work in process, raw materials, goods in transit, new and unused production and shipping supplies and all other materials and supplies on hand but excluding inventories that are no longer saleable or usable or inventories that are obsolete or slow - moving ; means any actual or threatened litigation, action, suit, investigation, hearing, claim, complaint, grievance, inquiry, assessment with respect to fines or penalties, arbitration, administrative proceeding, criminal proceeding or other proceeding and includes any appeal or review and any application for same ; means LEVULAN ® KERASTICK ® ( 5 - amino - Ievulinic acid hydrochloride ) ; has the meaning ascribed to that term in Section 5.1.5 ; means any licence, permit, approval, authorization, certificate, directive, order, variance, registration, right, privilege, concession or franchise issued, granted, conferred or otherwise created by any Governmental Authority ; has the meaning ascribed to that term in Section 4.1.21(a ) ; means any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, including any royalty payments, resulting from or arising out of any Claim, including the costs and expenses of any Legal Proceeding, assessment, jUdgment, CH02/22304967.3 9