definiens: means clauses 1, 2.6, 14, 18 to 25, and 27 to 30 ; means £ 2,414,000 being the amount agreed by the p arties to be the target working capital of the Company at Closing ; or has the meaning given in part 1 of Schedule 5 ; 9 7153497 v5 |US - DOCS\117790358.20|| EXECUTION VERSION has the meaning given in part 1 of Schedule 5 ; means a claim under the Tax Covenant or a Tax War ranty Claim ; means the tax covenants given in favour of the Bu yer set out in part 3 of Schedule 5 ; has the meaning given in Part 1 of Schedule 5 ; means the warranties given pursuant to clause 11 . 1 and set out in part 2 of Schedule 5 and a reference to shall be construed accordingly ; means a claim for breach of any of the Tax Warran ties ; means worldwide ; means any person other than the Company or any of its Affiliates ; means the research, development, manufacture, mar keting, sale and distribution in the US of Tuzistra ®, an extended release oral suspension bran ded as Tuzistra XR containing codeine polistirex an d chlorpheniramine polistirex, pursuant to the author ity granted by the FDA under NDA Approval No.207768, programmes CCP-07, CCP-08, CCP-05 and CCP-06, the r ights to which are held by Tris Pharma Inc ( or an Affiliate thereof ) and Moxatag ®, a once - daily table t branded as Moxatag containing 775 mg of amoxicill in, pursuant to the authority granted by the FDA under NDA Approval No . 50 - 813 ( amoxicillin extended - relea se tablets ) by the Company whether directly or through a 3 rd party manufacturer ( Tris Pharma, Inc ) or distribut or ( [COMPANY] Therapeutics, Inc ) ; means ( i ) a claim of any issued ( granted ) and une xpired Patent for which the validity, enforceability, or patentability has not been affec ted by any of the following : ( a ) irretrievable laps e, abandonment, revocation, dedication to the public, or disclaimer ; or ( b ) a holding, finding, or decision of invalid ity, unenforceability, or non - patentability by a Supervi sory Authority, national or regional patent office, or other appropriate body that has competent jurisdiction, s uch holding, finding, or decision being final and u nappealable or unappealed within the time allowed for appeal, o r ( ii ) a claim of a pending patent application that has not been finally abandoned or finally rejected and which has been pending for no more than seven ( 7 ) years afte r the earliest filing date from which such claim takes priority . ( For clarity, a claim of an issued patent that cease d to be a Valid Claim before it issued because it had been pending for more than seven ( 7 ) years from the date of fili ng of the earliest patent application to which such pending p atent application claims priority, but which subseq uently issued and is otherwise described by clause ( a ) of the for egoing sentence shall again be considered to be a V alid Claim once it issues . The same principle shall apply in s imilar circumstances such as if, for example ( but w ithout limitation ), a final rejection of a claim is overco me ) ; means any value added tax as provided for in VATA 1994, any goods and services tax and any similar o r equivalent sales or turnover Tax in any jurisdictio n ; means the Value Added Tax Act 1994 ; means the warranties given pursuant to clause 11 . 1 and set out in Schedule 4, and the Tax Warranties, and a reference to shall be construed accordingly ; and means a claim for breach of any of the Warranties other than a Tax Warranty