definiens: means the purchase, sale or merger agreements ( including disclosure schedules ) foracquisitions, consolidations, reorganisations or dispositions of a business, real property or operations by any GroupCompany ( excluding product in - licensing agreements or out - licensing agreements entered into in the ordinary courseof business ) that : ( i ) occurred during the last three years ; or ( ii ) occurred prior to the last three years and which includeany covenants, indemnities, representations or warranties that still survive or are under dispute, or that contain or contingent payments based on post - closing events or performance that have yet to be made ; means, in respect of any financial year of a Group Company, the aggregate amountof : ( a)accrued cash interest, commission, fees, discounts, prepayment fees, premiums or charges and other financepayments in respect of indebtedness of that Group Company ; ( b)all scheduled repayments of indebtedness of that Group Company falling due during that financial year(excluding any amounts falling due under any overdraft or revolving facility which were available forsimultaneous redrawing according to the terms of that facility or any such obligations owed to another GroupCompany ; and ( c)any capital element of any payments in respect of that financial year payable under any finance lease enteredinto by that Group Company ; means the US Additional Plans and any plan, or other arrangement, in each case maintained orcontributed to or required to be maintained or contributed to by any Group Company or any Commonly ControlledEntity for the provision of compensation or benefits in respect of life insurance, medical, dental or vision benefits, sick leave and paid time off arrangements, salary continuation, severance, disability, post - retirement medical benefits, welfare benefits or deferred compensation arrangements or Pension Benefits to Employees, Former Employees or theirdependents, including, for the avoidance of doubt, any Pension Plan but does not include any mandatory benefitprescribed by statute ; means the United Kingdom Bribery Act 2010 ; has the meaning given in paragraph 19.2 of this Schedule 5 ( Vendor Warranties ) ; means any person or entity that, together with any Group Company, is treated as asingle employer under Section 414 of the Code ; means any plan, or other arrangement, maintained or contributed to by any Group Company or anyCommonly Controlled Entity for the provision of any defined benefit Pension Benefit ; 116 has the meaning given in paragraph 22.7 of this Schedule 5 ( Vendor Warranties ) ; means all or any of the following media ( alone or in combination ): air ( including the air withinbuildings or other natural or man - made structures whether above or below ground ) ; water ( including water under orwithin land ) ; soil and land and any ecological systems and living organisms supported by these media ( including, forthe avoidance of doubt, man ) ; means all applicable laws ( including, for the avoidance of doubt, common law ), statutes, regulations and final and binding court and other tribunal decisions of any relevant jurisdiction in force in the relevantjurisdiction at the date of this Agreement whose purpose is to protect, or prevent pollution of, the Environment or toregulate emissions, discharges, or releases of Hazardous Substances into the Environment, or to regulate the use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances, and all by - laws, codes, regulations, decrees or orders issued or promulgated or approved thereunder or in connection therewith ; means any material permit, licence, consent, approval, authorisation, permission, notification, waiver or order which is issued, granted or required under Environmental Law which is necessary tooperate the business ; means the United States Employee Retirement Income Security Act of 1974, as amended ; has the meaning given in paragraph 9.5 of this Schedule 5 ( Vendor Warranties ) ; means the United States Foreign Corrupt Practices Act, 1977 ; means any person who was previously an employee of any of the Group Companies and whoseemployment has terminated in the twelve month period prior to the date of this Agreement ; means all applicable standards of good manufacturing practice required by anyAuthority in any country in which products of the Group Companies are manufactured ; means any wastes, pollutants, contaminants and any other natural or artificial substances(whether in the form of a solid, liquid, gas or vapour ) which is capable of causing harm or damage to the Environmentor a nuisance to any person ; has the meaning given in paragraph 9.4(a)(iii ) of this Schedule 5 ( Vendor Warranties ) ; means all material computer hardware, including peripherals and ancillary equipment and network andtelecommunications equipment, and all material computer software, including associated proprietary materials, usermanuals and other related documentation used by any of the Group Companies ; has the meaning given in paragraph 9.2 of this Schedule 5 ( Vendor Warranties ) ; means any agreement or arrangement to which any of the Group Companies is a party or isbound and which : ( a)is a contract with a logistics / shipping firm and is of material importance to the business, assets, liabilities, income or expenditure of the Group ; 117 ( b)is with a supplier or vendor and which has resulted in payments by a Group Company of more than thefollowing amounts in respect of the relevant area in 2011 or is reasonably expected to result in payments by aGroup Company of more than the following amounts in respect of the relevant area in the 2012 financial year:(i ) Europe : € 3 million ; ( ii ) US : US$ 10 million ; ( iii ) Medis : € 3 million ; ( iv ) MEAAP : € 1 million ; ( v ) for ActivePharmaceutical Ingredients ( API ): € 3 million ; and ( vi ) for finished products : € 3 million ; ( c)is with a customer or client and which has resulted in payments to a Group Company of more than thefollowing amounts in respect of the relevant area in 2011 or is reasonably expected to result in payments to aGroup Company of more than the following amounts in respect of the relevant area in the 2012 financial year:(i ) Europe : € 3 million ; ( ii ) US : US$ 20 million ; ( iii ) Medis : € 3 million ; and ( iv ) MEAAP : Euro € 1 million ; ( d)relates to sale, agency, supply, distribution, management, service, warehousing and advertising arrangementsand which has resulted in payments to or by a Group Company of more than the following amounts in respectof the relevant area in 2011 or is reasonably expected to result in payments of more than the followingamounts in respect of the relevant area in the 2012 financial year : ( i ) Europe : € 3 million ; ( ii ) US : US$ 5million ; ( iii ) Medis : € 3 million ; and ( iv ) MEAAP : € 1 million ; ( e)is with a government or quasi - governmental agency and which has resulted in payments to or by a GroupCompany of more than the following amounts in respect of the relevant area in 2011 or is reasonablyexpected to result in payments of more than the following amounts in respect of the relevant area in the 2012financial year : ( i ) Europe : € 3 million ; ( ii ) US : US$ 3 million ; ( iii ) Medis € 3 million ; and ( iv ) MEAAP : € 1million ; ( f)requires a payment to or by a Group Company of in excess of € 1 million and is not on arm ’s length terms ; ( g)is a joint venture, partnership or similar agreement and which is of material importance to the business, assets, liabilities, income or expenditure of the Group as a whole ; ( h)is a lease or sublease of an interest in Property ( with a Group Company being either the lessor or the lessee ) ora rental and premises related service agreement ; ( i)is an instalment purchase agreement which is reasonably expected to result in payments of more than€3 million in a twelve month period ; ( j)is an agreement which contains a non - competition, non - solicitation or other restrictive clause in relation toengaging in any business, soliciting employees, customers or suppliers or in any other way restricting theGroup ’s ability to compete and which is of material importance to the business, assets, liabilities, income orexpenditure of the Group as a whole ; ( k)other than arrangements relating to the Debt Facilities, is an agreement relating to borrowing of money or tothe guarantee or assumption of obligations of others ( whether secured or unsecured, including loan and creditagreements, indentures, 118 receivables or inventory financing arrangements, promissory notes, sale and leasebacks, bond financings andother evidences of indebtedness, including all inter - company debt and guarantees of third partyindebtedness ) which is reasonably expected to result in an Annual Debt Service Obligation of greater than € 3million ; ( l)other than arrangements relating to the Debt Facilities : ( a ) is a letter of credit ( or equivalent instrument ) wherea Group Company is the account party or in respect of which a Group Company has a reimbursementobligation ; or ( b ) is a letter or agreement confirming any lines of credit, in each case which are reasonablyexpected to result in an Annual Debt Service Obligation of greater than € 3 million ; ( m)other than arrangements relating to the Debt Facilities, is a security agreement which is reasonably expectedto result in an Annual Debt Service Obligation of greater than € 3 million, including mortgages and deeds oftrust to which a Group Company is party or to which any of a Group Company ’s assets are subject ; ( n)is an indemnification or hold harmless arrangement which is reasonably expected to result in payments ofmore than € 3 million in a twelve month period, including, without limitation, those pertaining toenvironmental clean - up or compliance ; or ( o)other than arrangements relating to the Debt Facilities, is an agreement with creditors or other financialarrangements, including the sale of securities, sale and repurchase or leaseback arrangements, capitalizedleases, bonds, real estate and other instalment purchases, equipment leases and which is reasonably expectedto result in an Annual Debt Service Obligation of greater than € 3 million ; means AI, AGH, [COMPANY] Group PTC . ehf ., Medis ehf ., [COMPANY] Holdings UK Ltd, LLC, [COMPANY] Holding Germany GmbH, [COMPANY] Holding AB, [COMPANY] EAD and [COMPANY] Pharma Holding 5 ehf . ; has the meaning given in paragraph 23.2 of Schedule 5 ; means a Group Company formed under the laws of any jurisdiction other than the UnitedStates or a political subdivision thereof ; means any property ( a ) that is not and has not been owned or occupied by a GroupCompany and ( b ) to which a Group Company has transported, or has arranged for a third party to transport, HazardousSubstances or to which a Group Company has arranged for a third party to treat, store, handle or dispose of HazardousSubstances ; means any benefit provided under a scheme or other arrangement, comprised in one or moreinstruments, having, or capable of having effect so as to provide benefits to or in respect of people on retirement, or onhaving reached a particular age, or on termination of service in an employment, but does not include any mandatorybenefit prescribed by statute ; means any plan ( other than a US Additional Plan ), or other arrangement, maintained or contributed toby any Group Company or any Commonly Controlled Entity for the provision of any Pension Benefit, including, forthe avoidance of doubt, any DB Plan ; has the meaning given in paragraph 22.9 ; 119 means any employment, severance, change in control or similar agreement or policy ( other thana Pension Plan ), in each case maintained or contributed to or required to be maintained or contributed to by any GroupCompany or any Commonly Controlled Entity in the United States only for the provision of any compensation orbenefit to Employees, Former Employees or their dependents ; and means any Employee employed by a Group Company in the United States