definiens: as defined in Section 897(c ) of the Code and theTreasury Regulations promulgated thereunder;(i ) The resignations, dated as of the date hereof and effective as of the Closing, from each of the officersand directors of the Company and each Subsidiary, including the UK Subsidiary, shall have been delivered toPurchaser and remain in full force and effect as of the Closing, and shall not have been withdrawn, suspended orconditioned;(j ) Amendment # 3 to the License Agreement between the Company and The University of Virginia, dulyexecuted by the parties to such License Agreement and entered into on or about the date hereof ( the ) shall have been delivered to Purchaser and remain in full force and effect as of the Effective Time, andshall not have been withdrawn, suspended or conditioned;(k ) The consulting agreements ( collectively, the ), duly executed by each of DonaldHunt, Mark Cobbold, Jeffrey Shabanowitz and Victor Engelhard on or about the date hereof shall have been deliveredto Purchaser and remain in full force and effect as of the Effective Time, and shall not have been withdrawn, suspended or conditioned;(l ) The Company shall have obtained and delivered evidence to Purchaser of an irrevocable insurancepolicy ( the ) with respect to directors ’ and officers ’, fiduciary and employment practices liability for aperiod of 5 years in form and substance reasonably acceptable to Purchaser, and such shall remain in full force andeffect as of the Effective Time, and shall not have been withdrawn, suspended or conditioned ; 41(m ) The Purchaser shall have received evidence of termination of all agreements ( if any ) regarding voting, transfer or other arrangements related to the Shares that are in effect prior to the Closing ( in each case on terms andconditions reasonably satisfactory to Buyer ), which termination agreements shall be entered into on or about the datehereof, shall remain in full force and effect as of the Effective Time, and shall not have been withdrawn, suspended orconditioned;(n ) The Purchaser shall have received evidence of the Company having taken all actions necessary to effectthe vesting of any unvested portion of the Options as of immediately prior to the Closing, which actions shall havebeen taken on or about the date hereof, shall remain in full force and effect as of the Closing, and shall not have beenwithdrawn, suspended or conditioned;(o ) The Purchaser shall have received the items to be delivered pursuant to Section 1.2(b ) ( SecurityholderDeliveries ) ; and(p ) The Purchaser shall have received such other certificates, deeds, bills of sale, endorsements, assignments, affidavits, and other good and sufficient instruments of sale, assignment, conveyance and transfer, asare reasonably requested by Purchaser to effectively convey to Purchaser good and marketable right, title andinterest in and to Company and its assets, free and clear of any and all Encumbrances