definiens: means the Accounts, but excluding the Accounts of Cangenix, in respect of the 12 month period ended on 31 December 2012 ; means the Accounts of Cangenix in respect of the 12 month period ended on 31 March 2012 ; means the Accounts in respect of the 12 month period ended on 31 December 2013 ; means the unaudited statement of assets and liabilities and profit and loss account of the Company and the Services Division Operating Companies as of and for the period of 12 months ended on 31 December 2013 prepared using the MONA system, in the agreed form ; means the unaudited profit and loss account of the Services Division Operating Companies for the period of 2 months e nded on 28 February 2014 in the agreed form ; means the access fee of US$ 2,000,000 paid by Biogen Idec MA, Inc. to BioFocus DPI Limited pursuant to the Biogen Collaboration Agreement and any deferred income relating to such fee ; 2 has the meaning given to that term in Part 1 of Schedule 6 ; means the audited financial statements of the Company and the Subsidiaries as at and to the relevant Accounts Date, prepared in accordance with UK GAAP, comprisin g the individual accounts of the Company and the Subsidiaries, including in each case the balance sheet, profit and loss account together with the notes on them and the auditors and directors report ; means : ( i ) in respect of the 2012 Accounts, 31 December 2012 ; ( ii ) in respect of the Accounts of Cangenix, 31 March 2012 ; and ( iii ) in respect of the 2013 Accounts, 31 December 2013 ; means the Agreement for Lease and Agreement for Surrender dated 12 August 2013 between Aviva Life & Pensions UK Limited, BioFocus DPI Limited and the Seller relating to, inter alia, the Robinson Building ( Buildings 600 and 700 ), Chesterford Park, Little Chesterford ; has the meaning given to that term in Part 1 of Schedule 6 ; means the collaboration agreement dated 8 November 2013 between BioFocus DPI Limited, the Seller and Biogen Idec MA, Inc. ; means the business of contract research test services for third party biopharmaceutical companies, academic institutions, non -profit organisations and governments for the purpose of developing novel therapeutics carried on by the Services Division ; means a day other than a Saturday, Sunday or public holiday in England or the Netherlands when banks in London and Amsterdam are open for business ; means all IPR which the Target Group or the Dutch Seller owns or which is used or held for use in the Business as carried on at or prior to Completion, including, without limitation, all Licensed IPR and the Dutch IPR ; means the UK Buyer and the Dutch Buyer and means either one of them, as the context re quires ; means the indemnities in clauses 6.2 and 6.6 ; means a claim brought by the Sellers for breach of any of the Buyers ’ Indemnities by the Buyers ; means Dickson Minto W.S. of 16 Charlotte Square, Edinburgh EH2 4DF ; 3 means Cangenix Limited a company incorporated in England and Wales with company number 0758596 ; means the amount of the deferred consideration payable pursuant to the terms of the Cangenix SPA ; means the share purchase agreement dated 4 January 2013 between Argenta Discovery 2009 Limited and each of Richard Bazin, David Brown, Stephe n Irving and Colin Robertson, in relation to the acquisition of the entire issued share capital of Cangenix Limited by Argenta Discovery 2009 Limited ; means BioFocus, Inc., BioFocus DPI, LLC and Xenometrix Inc. ; has the me aning given to that term in Part 1 of Schedule 6 ; means a claim for breach of any of the Sellers ’ Warranties ; means BioFocus DPI ( Holdings ) Limited, a company incorporated and registered in England and Wales with company number 03253690 whose registered office is at Chesterford Research Park, Saffron Walden, Essex, CB10 1XL, further details of which are set out in Part 1 of Schedule 1 ; means completion of the sale and purchase of the Sale Shares and the Dutch Business in accordance with this Agreement ; has the meaning given to that term in Part 1 of Schedule 6 ; has the meaning given in clause 5.2 ; has the meaning given to that term in Part 1 of Schedule 6 ; has the meaning give to that term in part 1 of Schedule 6 ; means the share purchase agreement dated 1 June 2011 between BioFocus, Inc., the Company, Renevois, Inc. and Evotec AG in relation to the dispos al of Compound Focus, Inc