definiens: means the A ordinary shares of £ 0.01 each in the capital of the Company means the abbreviated accounts of the Company made up to the AccountsDate means 30 June 2014 means the Companies Act 2006 means the net cash position of the Company in US dollars ( using an agreedforeign exchange rate of $ 1.6029 for £ 1 ) on the date of Completion asdetermined pursuant to Clause 3.3 means in relation to a person, any person that ( a ) is an associate of that firstmentioned person within the meaning of section 435 of the Insolvency Act1986 ; or ( b ) controls, is controlled by, or is under common control with, thatfirst - mentioned person . A company is an affiliate of another company if : ( i ) the same person has control of both, or a person has control of one andpersons who are his affiliates, or he and persons who are his affiliates, havecontrol of the other ; or ( ii ) if a group of two or more persons has control of each company, and thegroups either consist of the same persons or could be regarded asconsisting of the same persons by treating ( in one or more cases ) a memberof either group as replaced by a person of whom he is an affiliate means : ( a ) the Disclosure Letter ; 1 ( b ) the Milestone Loan Stock Instruments ; ( c ) the Royalty Loan Stock Instruments ; ( d ) the Consultancy Contracts ; and ( e ) the Escrow Agreement means all applicable legislation, judgments, decisions, and other legislativemeasures or decisions having the force of law, agreements between states, orbetween states and supranational bodies, rules of common law and customarylaw and all other laws of, or having effect in, any jurisdiction from time to timegoverning the conduct of any person in relation to restrictive or other anti - competitive agreements or practices ( including, but not limited to, cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase orsupply and joint ventures ), abuse of dominant or monopoly market positions(whether held individually or collectively ) and the control of acquisitions ormergers means the assets of the Company at the Completion Date means the B ordinary shares of £ 0.01 each in the capital of the Company means a payment, discount, credit, indemnity, saving or other similar benefit means 9.00am to 5.00pm on any day ( other than a Saturday ) on which clearingbanks in the City of London are open for the transaction of normal sterlingbanking business means the Buyer, a subsidiary or holding company for the time being of theBuyer and a subsidiary for the time being of a holding company of the Buyer and(once Completion has occurred ) includes the Company for so long as it is adirect or indirect subsidiary of the Buyer means the warranties contained in Clause 10 and Schedule 6 and references to a shall be construed accordingly means any claim ( whether in contract, tort, misrepresentation or otherwise ) madeby the Buyer for breach of any of the Warranties ( including, for the avoidance ofdoubt, the Tax Warranties ) but, for the avoidance of doubt, excluding anyFinancial Indebtedness Claim means any trial undertaken with regard to an investigational medicinal product inhuman subjects designed to obtain information and data on the safety and / orefficacy of that investigational medicinal product with a view to compiling adossier to submit to a Regulatory Authority to obtain a Regulatory Approval forthat investigational medicinal product means a pharmaceutical or veterinary product containing, as its activeingredients, the Product and another active ingredient in combination 2 means [ * * * ] means Reyker Nominees Limited and Aquarius Life Sciences Limited means completion of the sale and purchase of the Shares inaccordance with this Agreement means the date of this Agreement means all information ( not in the public domain ) concerned with theoperation of any technology or process, trade secrets, the design ordevelopment of any products or schemes ; the marketing of anyproducts or services ( including customer lists, financial information, business plans, clinical and product development plans, strategies, business forecasts, sales and merchandising materials, patentdisclosures, patent applications, structures, models, techniques, know - how, trade secrets, processes, compositions, formulations, sales statistics, survey reports, market share data, compounds andapparatus relating to the same and other proprietary informationrelated to the current, future and proposed products and services means, in each case, to the extent that they are involved on behalf ofa party, ( a ) a party ’s officers, employees, group undertakings, agentsand advisers, ( b ) officers, employees, agents and advisers of aparty ’s group undertakings ; and ( c ) officers, employees and partnersof any such agent or adviser or of any group undertaking of such anagent or adviser means the Final Cash Consideration, the Consideration Shares, theMilestone Loan Stock and the Royalty Loan Stock means shares of common stock in the issued share capital of theGuarantor means ( i ) the consultancy contract between the Company andAnthony Clarke in the agreed form and ( ii ) the consultancy contractbetween the Company and Richard Stewart in the agreed form means any pharmaceutical or veterinary product in which the Productis packaged or bundled with another pharmaceutical or veterinaryproduct and sold together means the Corporation Tax Act 2010 has the meaning given by the Data Protection Act 1998 * * * Certain information on this page has been omitted and filed separately with the Commission . Confidentialtreatment has been requested with respect to the omitted portions