definiens: means 31 December 2001 ; means in relation to any body corporate ( i ) its parent undertaking ( within the meaning of section 258 CA 85 ) ; or ( ii ) any subsidiary undertaking ( within the meaning of that section ) of such body corporate or of its parent undertaking ; means this Agreement including the Recitals and Schedules ; means the amended investors ' rights agreement in the agreed form to be entered into between the Sellers and the Buyer at Completion ; means the audited financial statements for each of the Company and the UK Subsidiary as of and for the year ended 31 December 2000 ; means collectively the businesses of the Company and each of the Subsidiaries as carried out as at the Completion Date ; means a day ( other than a Saturday or Sunday ) when banks are open for business in the City of London ; means shares of the Buyer 's common stock ; means the Capital Allowances Act 2001 ; means the Companies Act 1985;<PAGE > means ( Pound Sterling ) 3,505,000 ; means all information ( including Know How but not limited to matters which are confidential ) at any time belonging to, or under the control of, any Group Company which has at any time been used or intended to be used for the purpose of the Business ( or any aspect of it ) ; means ( i ) any person ( whether autonomous or not ) having legal and/or regulatory authority ; ( ii ) any court of law or tribunal in any jurisdiction ; and/or ( iii ) any Taxation Authority ; means completion of the sale and purchase of the Shares pursuant to this Agreement ; means the date on which Completion takes place ; means collectively the conditions to Completion set out in clause 4.1 ; means any information concerning the Business that is not already generally available to the public ; means a person connected ( within the meaning of section 839 Taxes Act 88 ) with a specified Party ; means that number of shares of Buyer Common Stock equal to ( Pound Sterling ) 1,275,000 divided by the sterling equivalent of the Market Price ( as determined by reference to the spot rate of exchange of Barclays Bank PLC on the date immediately prior to Completion ) ; is as defined in paragraph 22 of Schedule 6 ; means State Street Corporation Trust, One Canada Square, London E14 5AF or such other organisation as the Parties shall agree ; means an agreement to be made at Completion between the Principal Sellers, the Buyer and the Deposit Agent the operative provisions of which shall substantially reflect clauses 8.3, 8.4 and 8.5 of this Agreement ; means Loan Notes having principal value ( Pound Sterling ) 2,550,000 to be deposited with the Deposit Agent at Completion in accordance with clause 8.3 and shall include any cash deposited with the Deposit Agent as substitution for such Loan Notes in accordance with clause 8.5 ; means fully and fairly disclosed by the Disclosure Documents ( and shall be construed accordingly ) ; means the Disclosure Letter and the two identical bundles of documents collated by or on behalf of the Principal Sellers, the outside covers of each of which have been signed for identification by or on behalf of the Principal Sellers and the Buyer ; means the letter described as such, dated as of the date of this Agreement and addressed by the Principal Sellers to the Buyer ; -2-<PAGE > means any interest or equity of any person ( including any right to acquire, option or right of pre - emption or conversion ) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, or any agreement to create any of the above ;,, and are as defined in paragraph 12 of Schedule 6 ; means the Employment Rights Act 1996 ; is as defined in paragraph 33 of Schedule 6 ; means a financial year of the Company, commencing on 1 January and ending on 31 December in each year ; means a financial reporting standard in force at the date of this Agreement as issued by the Accounting Standards Board Limited ; means collectively the Company and the Subsidiaries ( and means any one of them ) ; means the guarantee of the Loan Notes set out in the Loan Note Instrument ; is as defined in paragraph 23 of Schedule 6 ; and are as defined in paragraph 12 of Schedule 6 ; means a holding company within the meaning of sections 736 and 736A CA 85 ;, and are as defined in paragraph 23 of Schedule 6 ;, and are as defined in paragraph 24 of Schedule 6 ; means the Inheritance Tax Act 1984 ; means the unaudited financial statements for the US Subsidiary for the financial year ended 31 October 2000 ; means 31 October 2000 ; is as defined in paragraph 23 of Schedule 6 ; and are as defined in paragraph 33 of Schedule 6 ; means any liability ( whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to be come due ) including any liability for Taxation ; -3-<PAGE > and are as defined in paragraph 23 of Schedule 6 ; means any proceedings, whether judicial, administrative, tribunal, arbitral, criminal or similar, in the United Kingdom or elsewhere, and whether or not subject or intended to be subject to alternative dispute resolution techniques ; means the loan note instrument to be executed by the Buyer on the Completion Date substantially in the form set out in Schedule 8 ; means the principal amount of loan notes of the Buyer constituted by the Loan Note Instrument amounting to ( Pound Sterling ) 7,650,000 which are to be guaranteed by Barclays Bank PLC ( or such other bank as the Principal Sellers and the Buyer may agree ) ; means actions, proceedings, losses, damages, liabilities, claims, demands, costs and expenses including fines, penalties, clean - up costs, legal and other professional fees and any VAT payable in relation to any such matter, circumstance or item except to the extent that the Buyer obtains credit for such VAT as input tax ; means the Landlord and Tenant ( Covenants ) Act 1995 ; means the management accounts for the Company, the UK Subsidiary and the US Subsidiary for the period from 1 January 2002 to 31 January 2002 ; means the price per share of Buyer Common Stock that is equal to the average of the closing prices of a share of Buyer Common Stock, as reported on the Nasdaq National Market, during the ten consecutive trading days ending on the date two days preceding the date of this Agreement ; is as defined in paragraph 12 of Schedule 6 ; means the Buyer and the Sellers ( and shall be construed accordingly ) ; is as defined in paragraph 23 of Schedule 6 ; means agreements or arrangements ( whether legally enforceable or not ) for the payment of any pensions, allowances, lump sums or other like benefits on retirement for the benefit of any present or former director, officer or employee of the Company or of any of the Subsidiaries or for the benefit of the dependants of any such persons ; is as defined in paragraph 12 of Schedule 6 ; means Colin Jones, Hugh Davies, Robert Towill, Michael Burke, Richard Calverley and Jerald E. Kuiken ; means any proceeding, suit or action ( including arbitration ) arising out of or in connection with this Agreement ; means the properties of which details are set out in Schedule 3 and the expression shall mean, where the context so admits, any one or more or any part of such properties ; is defined in clause 3.1 ; -4-<PAGE > and are as defined in paragraph 23 of Schedule 6 ; means any applicable requirement of law, the UK Listing Authority, the London Stock Exchange Limited, the Panel on Takeovers and Mergers or of any person who has regulatory authority which has the force of law in any jurisdiction ; means the acquisition by the Company immediately prior to the signing of this Agreement of such shares in the capital of the Subsidiaries as were not at that time held by the Company ; means a statement of standard accounting practice in force at the date of this Agreement as adopted by the Accounting Standards Board Limited ; means the 179,018 fully - paid issued ordinary shares of ( Pound Sterling ) 1.00 each in the capital of the Company, being the entire issued share capital of the Company at Completion following the Reorganisation ; is as defined in paragraph 23 of Schedule 6 ; means the options in respect of Buyer Common Stock to be granted to the employees of the Company and/or the Subsidiaries as listed in Part 2 of Schedule 1 at the next meeting of the board of directors of the Company ( or the Compensation committee thereof ) following Completion ; means the UK Subsidiary and the US Subsidiary ; means a subsidiary within the meaning of sections 736 and 736A CA 85 ; or means all taxes, duties, levies, imposts, charges and withholdings of any nature whatsoever, whether created or imposed in the United Kingdom or elsewhere and at whatever time created or imposed which are collected and administered by any Tax Authority whether the same is primarily payable by the Company and whether or not the Company shall or may have any right of reimbursement against any other person including any payment which the Company may be or become bound to make or to account for in respect of Tax, and includes:- ( a ) within the United Kingdom, income tax, corporation tax, advance corporation tax, capital gains tax, value added tax, customs ' duties ( including import duties, excise duties ), stamp duty reserve tax, inheritance tax, national insurance contributions, landfill tax, aggregates levy, income related benefits and any other forms of taxes, duties, levies, imposts, charges or withholdings similar to or supplementing or replaced by or replacing the foregoing or any of them, in all cases together with all incidental and supplemental penalties, charges, interest, fines and default surcharges other than stamp duty ; and ( b ) outside the United Kingdom, any liability to any taxes, levies, duties, imposts, charges and withholdings of any nature whatsoever, including ( without limitation ) taxes on gross or net income, taxes on profits or gains and taxes on receipts, sales, use, occupation, franchise, value added, and personal property, in all cases together with all incidental or supplemental penalties, charges, interest, fines and default surcharges and costs ; -5-<PAGE > means the Inland Revenue, Customs & Excise, the Department of Social Security and any other governmental or other authority whatsoever competent to impose any Taxation, whether in the United Kingdom or elsewhere ; means the taxation covenants and indemnities between the Principal Sellers and the Buyer set out in Schedule 10 ; means any directive, statute, enactment, law, or regulation or similar measure, wheresoever enacted or issued, coming into force or entered into providing for or imposing any Taxation and shall include orders, regulations, instruments, bye - laws or other subordinate legislation made under the relevant statute or statutory provision and any such measure which amends, extends, consolidates or replaces, or which has been amended, extended, consolidated or replaced by, any such measure but not to the extent that such re - enactment, modification or replacement increases with retrospective effect any liability of any party to this Agreement ; means the Income and Corporation Taxes Act 1988 ; means the warranties set out in Part 2 of Schedule 6 ; means the Taxation of Chargeable Gains Act 1992 ; means the Taxes Management Act 1970 ; is as defined in paragraph 23 of Schedule 6 ; is as defined in section 1 TULRCA ; means the Trade Union and Labour Relations ( Consolidation ) Act 1992 ; means the Transfer of Undertakings ( Protection of Employment ) Regulations 1981 ; means International Sorbent Technology Limited, details of which are set out in Part 2 of Schedule 2 ; means Jones Chromatography, Inc., details of which are set out in Part 3 of Schedule 2 ; means the combined and consolidating balance sheet and profit and loss account in respect of the Company, the UK Subsidiary and the US Subsidiary for the year ended 31 December 2001 ; is as defined in paragraph 23 of Schedule 6 ; means the generally accepted guidelines, conventions, rules and procedures of accounting practice in the United Kingdom which are regarded as permissible by the Account Standards Board Limited ; means value added tax ; means the Value Added Tax Act 1994 ; and -6-<PAGE > means the warranties set out in clause 7 and Schedule 6