definiens: ), partially comprising the Business ( as defined b elow in Clause 2 ) ; ( D ) The Buyer is a corporation incorporated under t he laws of the State of Delaware, USA and is a privately held specialty pharmaceutical company f ocusing on innovative drugs for the treatment of serious and life -threatening rare respiratory diseases ; and JKM / JKM/1037031 1 MAY 2016 ( E ) The Buyer intends to establish a limited liabil ity company as its wholly owned subsidiary ( tentatively to be named Savara ApS ) under the laws of Denmark after the Signing ( as defined below ) and before the Closing ( as defined b elow ) in order to fulfil its role as the Buyer mutatis mutandis in due observatio n of Clause 15.5 ; ( F ) The Seller wishes to sell the Business and the Buyer wishes to acquire the Business, upon the terms and subject to the conditions herein set fort h ; NOW, THEREFORE, on the basis of the representations, warranties, covenants, undertakings, terms and conditions contained in this Agreement ( as defi ned below ), it is hereby agreed as follows : 2