definiens: means unit costs prepared on a full absorption costing basis incorporating an element of allocated indirect overhead, using a US Dollar / Sterling exchange rate of 1.5 and calculated as the combined average of each of the average monthly unit costs for the months of October, November and December 2001 ; means the accounts of each of the Group Companies for the seven month period from 1 June to the Accounts Date other than with respect to BE Inc. and BE Canada, which will be for a twelve month period ended on the Accounts Date ; means 31 December 2000 ; means an amount of ' L'2 million ; -3- < PAGE > means in relation to any body corporate ( i ) its parent undertaking ( within the meaning of Section 258 of the Companies Act 1985 ) ; or ( ii ) any subsidiary undertaking ( within the meaning of that section ) of such body corporate or of its parent undertaking ; means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser and signed for identification by the Purchaser 's Lawyers and the Seller 's Lawyers with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time ; means Biocompatibles Eyecare, Inc., a wholly - owned subsidiary of the Seller, details of which are set out in paragraph 2 of Part 1 of Schedule 2 ; means Biocompatibles Canada Inc., a wholly - owned subsidiary of the Seller, details of which are set out in paragraph 3 of Part 1 of Schedule 2 ; means a day which is not a Saturday, a Sunday or a public holiday in the United Kingdom ; 5/20/2019 https://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txthttps://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txt 5 / 107 means all the issued shares in the capital of BE Canada, details of which are set out in Schedule 1 ; means the completion of the sale of the Shares pursuant to Clauses 6.1, 6.2 and 6.3 of this Agreement ; means the date on which Closing takes place ; means Financial Borrowings as at the close of business on the Closing Date ; means Intra Group Debt as at the close of business on the Closing Date ; means the companies being sold pursuant to this Agreement, details of which are set out in Schedule 2, and means any one of them ; means the confidentiality agreement dated 18 December 2001 between the Seller and the Purchaser pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Group ; means a person connected ( within the meaning of Section 839 TA ) with the Seller or any of the directors of the Group ; means copyright, topography rights and database rights, whether registered or unregistered ( including any applications for registration of any such thing ) design rights and any similar or analogous rights to any of the above, whether arising or granted under the law of England or of any other jurisdiction in any part of the world ; means the letter dated on the same date as this Agreement from the Seller 's Lawyers to the Purchaser 's Lawyers disclosing : ( i ) information constituting exceptions to the Sellers ' Warranties ; and ( ii ) details of other matters referred to in this Agreement ; means any claim, charge, mortgage, lien, option, equity, power of sale, retention of title, right of pre - emption, right of first refusal or other third party rights or security interest of any kind or an agreement to create any of the foregoing ; -4- < PAGE > means the indemnity in relation to environmental matters in Clause 11.2 of this Agreement ;,, and have the meanings given to them in paragraph 9.1 of Schedule 7 ; means the business of researching, developing, producing, marketing and selling ( a ) soft contact lenses for the purpose of vision correction and cosmetic applications and ( b ) solutions for soft contact lens care as conducted and carried on by the Group Companies as at the date hereof ; means such finance leases relating to the Eyecare Business as have either been disclosed to the Sellers or are finance leases as determined in accordance with UK GAAP ; means, in relation to the Group Companies, the aggregate amount of all loans, debentures, overdrafts, financial 5/20/2019 https://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txthttps://www .sec.gov / Archives / edgar / data/71 1404/00009501 1702000504 / ex2 - 1.txt 6 / 107 facilities ( including all present and future amounts payable under Finance Leases ( including lathe, data projection and laptop leases ) and hire purchase, conditional sale or instalment payment arrangements ) and any other accounts payable in the nature of financial borrowings but excluding : ( a ) the Intra - Group Debt ; and ( b ) trading balances arising in the ordinary course of trading ; means the Group Companies, taken as a whole ; means the Companies and the Subsidiaries and means any one of them ; means any of the following facilities of the Group Companies : Farnborough, UK ; Madrid, Spain ; Adelaide, Australia, and ; Norfolk, USA