definiens: ( including thecorrelative meanings of the terms and ), as used with respect to any Person, means ( i ) in the case of a Person that is acorporate entity, direct or indirect2 ownership of 50 % or more of the stock or shares having the right to vote for theelection of directors and ( ii ) in the case of a Person that is an entity, but is not acorporate entity, the possession, directly or indirectly, of the power to direct or causethe direction of the management policies of such Person, whether through theownership of voting securities, or by contract, or otherwise;Antitrust Laws means the HSR Act and any other antitrust laws applicable to theTransactions;Business Day means a day, other than a Saturday and a Sunday, on whichcommercial banks are open for business in the Netherlands and in the United States;Change of Control has the meaning given in the Collaboration and LicenseAgreement;Closing Date has the meaning given in Clause 4.1;Collaboration and License Agreement means the collaboration and licenseagreement of even date herewith between the Issuer, argenx BVBA and Cilag GmbHInternational;Encumbrance means a mortgage, charge, pledge, lien, option, restriction, right offirst refusal, right of pre - emption, third party right or interest, other encumbrance orsecurity interest of any kind, or another type of preferential arrangement ( including, without limitation, a title transfer or retention arrangement ) having similar effect or anyirrevocable mandate or undertaking to create any of the same;Governmental Authority means any national, federal, state or local government, orpolitical subdivision thereof, or any multinational organization or authority or anyauthority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal(or any department, bureau or division thereof ), or any governmental arbitrator orarbitral body;HSR Act means United States Hart - Scott - Rodino Antitrust Improvements Act of1976, as amended, and the rules and regulations promulgated thereunder;Investment Securities means Ordinary Shares;Issue Price has the meaning given in Clause 2.2;Lock - Up Period has the meaning given in Clause 6.2.1;Notary means the Dutch civil - law notary before whom the deed of issue regardingthe Investment Securities will be executed;Notary Letter means a detailed letter of instruction to the Notary on customary termsto be agreed between the Investor and the Issuer regarding the procedures ofpayment of the aggregate Issue Price by the Investor to the Issuer at Closing;Ordinary Share means an ordinary share of the Issuer each with a with a nominalvalue of EUR 0.10;Person means any individual, corporation ( including not - for - profit ), general or limitedpartnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Authority or other entity of any kind or nature;3 Regulation S means Regulation S under the Securities Act;Securities Act means the U.S. Securities Act of 1933, as amended;Transactions means the Issuer ’s issuance of Investment Securities to the Investorpursuant to this Agreement and the transactions contemplated pursuant to theCollaboration and License Agreement