definiens: means € 305,600,000, being the Cash EBITDA for the 2011 Financial Year, calculated as setout below ; EBITDA as defined in the Senior Facilities Agreement 401,600,000 Less Capitalised R&D ( as defined in the Accounts ) 80,800,000 Cash EBITDA as defined in the Senior Facilities Agreement 320,800,000 Less Capitalised IP Legal 15,200,000 Cash EBITDA 305,600,000 means the date of signing, by the Purchaser Guarantor ’s directors, of the auditedaccounts of the Purchaser Guarantor in respect of the 2012 Financial Year ; means 31 December 2012 ; means the Cash EBITDA for the 2012 Financial Year ; shall be calculated as follows . All numbers shall be rounded, on the basis that afigure 5 and above will be rounded up and figures 4 and below will be rounded down ( ), to two decimalplaces : Where : ( a ) is 2011 Cash EBITDA ; ( b ) is 2012 Cash EBITDA ; and ( c ) is the 2012 Cash EBITDA Growth Factor Rounded to two decimal places, provided that G shall not beless than 0, and provided further that if G, determined in accordance with this formula, is greater than 10, Gshall be deemed to be 10 for the purposes of this Schedule 12 ( Contingent Consideration ) ; means a generic version of Adderall XR ; means the Cost of Goods Sold with respect to Adderall Revenue in the United States in the 2012Financial Year, calculated at the exchange rate of US Dollars for Euros assumed in the 2012 Budget ; 181 means Adderall Revenue less Adderall Expenses ; has the meaning given in paragraph 3.2(b ) ; means the Revenue from Adderall in the United States in the 2012 Financial Year, calculated atthe exchange rate of US Dollars for Euros assumed in the 2012 Budget ; means capitalised IP legal expenses for the relevant Financial Year, calculated inaccordance with the practices and policies adopted by the Group in the preparation of its Accounts, consistentlyapplied ; means the Cash EBITDA as defined in the Senior Facilities Agreement, less Capitalised IP LegalExpenses but, for the avoidance of doubt : ( i)Cash EBITDA shall exclude any provisions or any releases of any provisions by any Group Companywhich have been made in the Accounts or the Management Accounts in respect of any AWPLiabilities or the Gabapentin Settlement ; and ( ii)West - related Transaction Costs and Transaction Costs shall be treated as Exceptional Items and shallnot impact Cash EBITDA ; means any claim by the Purchaser under this Agreement against Nitrogen ; means the latest of : ( a)2012 Accounts Publication Date ; ( b)the date upon which a determination is made by any Reporting Accountants pursuant to paragraph 6.7(a ) ; and ( c)15 February 2013 ; means the account to be established by the Contingent ConsiderationEscrow Agent, the Purchaser and the Contingent Consideration Recipient ; means the Purchaser Guarantor ; means the escrow agreement to be entered into among the Purchaser, the Escrowed Contingent Consideration Recipient and the Contingent Consideration Escrow Agent on the StockConsideration Issue Date relating to the Contingent Consideration Escrow Account in the Agreed Form, it beingacknowledged and agreed that if the Vendor assigns its rights to the Contingent Consideration the parties shall causethe Contingent Consideration Escrow Agreement to be modified accordingly ; means 90 % of the number of shares of Purchaser Stock constituting theContingent Consideration to be issued pursuant to this Schedule 12 ( Contingent Consideration ) ; means the Vendor or any ( direct or indirect ) successor, assignor or novatee ofthe Vendor from time to time ; 182 means any Purchaser Stock standing to the credit of the ContingentConsideration Escrow Account on the Leakage Termination Date, less the amount of Purchaser Stock necessary tocover potential Due Amounts based on the Purchaser ’s reasonable estimate of Pending Contingent ConsiderationClaims ( supported by a written opinion of a QC ) ( such number of Purchaser Stock to be calculated by reference to thevolume - weighted average price of the Purchaser Stock for the ten ( 10 ) consecutive trading days ending on theBusiness Day prior to the Leakage Termination Date ) ; means Nitrogen and Landsbanki ; means the costs of goods sold according to the Relevant Management Accounts, calculated inaccordance with the practices and policies adopted by the Group in the preparation of its management accounts, consistently applied ; has the meaning given in paragraph 5.1(a)(iv ) ; means the period between the Completion Date and the 2012 Balance Sheet Date ; means the Vendor or, following a novation of its rights andobligations with respect to the Contingent Consideration that will initially be held in the Contingent ConsiderationAccount to Nitrogen, Nitrogen ; has the meaning given to it in the Senior Facilities Agreement ; means a Group Product with a date of commencement of commercial sale anddistribution more than six months prior to the date of completion of the Earnout Divestment of such Group Product ; means a period from 1 January to 31 December ; means any claim by the Purchaser under this Agreement against therelevant Manager ; means the account to be established by the ContingentConsideration Escrow Agent, the Purchaser and the relevant Manager relating to the Contingent Consideration issuedto such Manager in accordance with paragraph 2.2(c)(iii ) ; means the escrow agreement to be entered into among thePurchaser, the relevant Manager and the Contingent Consideration Escrow Agent relating to the ManagementContingent Consideration Escrow Account, it being acknowledged and agreed that the Manager ContingentConsideration Escrow Agreement shall be substantially similar to the Contingent Consideration Escrow Agreement(subject to such modifications as are reasonably required or appropriate ) ; means any Purchaser Stock standing to the credit of therelevant Manager Contingent Consideration Escrow Account on the Leakage Termination Date, less the amount ofPurchaser Stock necessary to cover potential Due Amounts in respect of the relevant Manager based on the Purchaser’sreasonable estimate of Pending Manager Contingent Consideration Claims ( supported by a written opinion of a QC)(such number of Purchaser Stock to be calculated by reference to the volume - weighted average price of the PurchaserStock for the ten ( 10 ) consecutive trading days ending on the Business Day prior to the Leakage Termination Date ) ; 183 means a Group Product ( other than a Pending Divestment Product ) with a date ofcommencement of commercial sale and distribution less than or equal to six months prior to the date of completion ofthe Earnout Divestment of such Group Product ; means Contingent Consideration Claims that have been made by thePurchaser prior to the Leakage Termination Date but have not been settled by such date ; means a Group Product which has not received approval to be launched prior to thedate of completion of the Earnout Divestment of such product ; means Manager Contingent Consideration Claims that havebeen made by the Purchaser against the relevant Manager prior to the Leakage Termination Date which have not beensettled by such date ; means such amount in euros ( if any ) by which the amount of actually incurred research anddevelopment expenditure ( excluding employee related costs ) in the 2012 Financial Year, determined on the same basisas set out in the 2012 Budget is less than ( 0.95 x € 84,800,000 ) ; has the meaning given in paragraph 7.2 ; has the meaning given in paragraph 7.3 ; means the last available unaudited monthly management accounts of the Groupprior to the calculation of Adderall Gross Margin and Suboxone Gross Margin in accordance with this Schedule 12(Contingent Consideration ) ; means net revenue according to the Relevant Management Accounts, calculated in accordance with thepractices and policies adopted by the Group in the preparation of its management accounts, consistently applied ; means the later of : ( a)2012 Accounts Publication Date ; and ( b)15 February 2013 ; has the meaning given in paragraph 2.1(b ) ; means a generic version of suboxone ; means the Cost of Goods Sold with respect to Suboxone Revenue in the United States in the2012 Financial Year, calculated at the exchange rate of US Dollars for Euros assumed in the 2012 Budget ; means Suboxone Revenue less Suboxone Expenses ; has the meaning given in paragraph 3.2(a ) ; means the Revenue from Suboxone in the United States in the 2012 Financial Year, calculated atthe exchange rate of US Dollars for Euros assumed in the 2012 Budget ; has the meaning given in paragraph 7.1 ; and 184 has the meaning given in paragraph 7.9