definiens: means the conditions to Completion, being the matters set out in Schedule 2 ; has, in relation to a person, the meaning given in section 1122 of the CTA 2010 ; shall be as de fined in section 1124 of the CTA 2010, and the expression change of Control shall be construed accordingly ; 4 means the Research and Commercial License Agreement to be entered into between Crucell Holland BV ( ) and the Dutc h Buyer under which Crucell agrees to grant the Dutch Buyer a licence to use certain patents and associated know -how ; means the Corporation Tax Act 2010 ; means the Dutch Civil Code ( Burgerlijk Wetboek ) ; has the meaning given to that term in Part 1 of Schedule 6 ; means each person who is a director or shadow director of the Company or any of the Subsidiaries, as set out in Schedule 1 ; means fairly disclosed ( with sufficient detail s to identify the nature and scope of the matter disclosed ) in or under the Disclosure Letter or the Supplementary Disclosure Letter, as appropriate ; means the letter ( including the annexes thereto ) from the Sellers to the Buyers in agreed form, with the same date as this Agreement that is described as the Disclosure Letter ; has the meaning given to that term in Part 1 of Schedule 6 ; means the Data Protection Act 1998 and any legislation and/or binding regulatio ns implementing that Act or made in pursuance of that Act ; has the meaning given to that term in Part 1 of Schedule 6 ; has the meaning given to that term in Part 1 of Schedule 7 ; means the amount ( if any ) due to the Buyers on a Relevant Claim being settled ; means the assets, property, rights of the Dutch Seller, equipment, stock and other assets used in, relating to, required for use in or otherwise attribu table to the Dutch Business, as detailed in Schedule 11 and the Dutch IPR ; means the BioFocus activities of the business operated by the Dutch Seller, namely target identification to in vitro proof of concept, comprising the Dutch Assets, the Dutch Lease, the Dutch Contracts, the Dutch Records and the Dutch Employees ; means together the LUMC Agreement, the Dutch Intercompany Service Agreements and the TNO Agreement ; means the deed of transfer in relation to the transfer of the Dutch Business as contemplated by this Agreement, insofar as the Dutch Business shall not be transferred by virtue of this Agreement or applicable law, in the agreed form ; 5 means the individuals wit h whom the Dutch Seller has an employment agreement ( arbeidsovereenkomst ), whether on a full -time or part -time basis, and who are associated with the Dutch Business ( daar werkzaam zijn ) within the meaning of 7:663 DCC as at the Completion Date, as exhausti vely listed in Schedule 12, provided that such list may be amended prior to Completion by agreement between the Dutch Seller and the Dutch Buyer ; means : ( a ) the amounts payable or paid to or in respect of the employment of the relevant employee ( including but not limited to salary, wages, Dutch Tax and social security contributions, salary sanctions, employer ’s pension contributions ( including so -called past s ervices liabilities ), pre -pension contributions, insurance premiums ( including WIA / WGA eigen risco drager verzekering and WAO / WIA excedent verzekering ), payments and allowances or any other consideration for employment ) ; and ( b ) the costs of providing any non -cash benefits, which the employer is required to provide, by law or contract or customarily provides in connection with such employment ( including other employee benefit provisions and free time ) ; means any and all costs and losses directly arising out of or directly connected with employment or the employment relationship, or the initiation or the termination of employment, or of the employment relationship with an employee ( including all cost s and losses in connection with any claim, award, judgement or agreement for redundancy pay, or damages or compensation for unfair or wrongful dismissal, or breach of mandatory participation ( verplichtstelling ) to a sector -wide pension fund or breach of co ntract or breach of collective labour agreements, any imposed sanctions or discrimination ) ; means together the ( i ) research services agreement dated 18 April 2012 between Argenta Discovery 2009 Limited ( as the servi ce provider ) and the Dutch Seller ; ( ii ) research services agreement dated 25 January 2012 between BioFocus DPI Limited ( as the service provider ) and the Dutch Seller ; and ( iii ) research services agreement dated 25 November 2010 between the Dutch Seller ( as the service provider ) and BioFocus DPI Limited ; means the know how, if any, owned by the Dutch Seller in, or in connection with the Dutch Business which know how, for the avoidance of any doubt, ( i ) shall include all unregistered intellectual property rights, such as but not limited to copyright, proprietary and confidential information, inventions and non -exclusive rights which are owned by the Dutch Seller in relation to the know how, and which are to be shared on a non -exclusive basis betwe en the parties, and ( ii ) shall exclude Transferred Know -How ; 6 means the lease agreement as amended from time to time between the Dutch Seller, as lessee, and M