definiens: means all of the issued ordinary shares in the capital of the Company from time to time ; has the meaning given to it in clause 5.1(a ) ; [ * * * ] has the meaning given to it in clause 6.3 ; means a claim in respect of any of the Special Indemnity Matters and shall be construed accordingly ; means [ * * * ] and means [ * * * ] ;, or means all forms of taxation, duties and withholdings in respect of taxation imposed in the United Kingdom or elsewhere ( including National Insurance contributions ) and all interest, penalties, charges and fines in respect of any of them ; means HMRC and any other authority, body or official ( whether in the United Kingdom or elsewhere ) competent to assess, demand, impose, administer or collect Tax or make any decision or ruling on any matter relating to Tax ; means [ * * * ] and means [ * * * ] ; means a claim in respect of any breach of any of the Tax Warranties ; has the meaning given to it in the License Agreement ; has the meaning given to it in clause 3.1 ; has the meaning given to it in paragraph 1 of Part A of Schedule 5 ( Contingent Consideration ) ; means all third party fees, costs, expenses, payments, and expenditures incurred by the Company in connection with the transactions contemplated by this Agreement whether or not billed or accrued ( including any fees, costs expenses, payments, and expenditures of legal counsel and accountants, the maximum amount of fees costs, expenses, payments, and expenditures payable to financial advisors, investment bankers and brokers of the Company notwithstanding any contingencies for earnouts, escrows, etc ., and any such fees, costs, expenses, payments, and expenditures incurred by the Sellers p aid for or to be paid for by the Company ) ; Confidential * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a conf idential treatment request