definiens: has the meaning given to it in Clause 4.2.9 ; means the completion of the sale of the Shares an d the Flu Group Businesses pursuant to this Agreement and the entry into or novation of any Anc illary Agreement ; means the date on which Closing takes place ; means the statement setting out the Flu Group Com panies ’ Cash Balances, the Tax Adjustment and the Third Party Indebtedness to be prepared by the Seller and agreed or determined in accordance with Clause 7 and Schedule 14 ; 3 means the Consolidated Omnibus Budget Reconciliat ion Act of 1985 of the United States, as amended, section 4980B of the Code, Title I Part 6 of ERISA, and any similar US state group health plan continuation law, together with its implementi ng regulations ; means the U.S. Internal Revenue Code of 1986, as amended, together with its implementing regulations ; means information that is, as of the Closing Date, owned or in the possession of the Seller and/or its Affiliates and relates exclusively to the Commercialisation of any Product or future possible Commercialisation of any Pipeline Product or Product Under Registration other than information which the Seller and/or its Affiliate is required by Applicable Law to retain ; means the promotion, marketing, distribution and/ or sale of a Product, and shall be construed accordingly ; has the meaning given to it in paragraph 1.1 of P art 1 of Schedule 3 ; has the meaning given to it in paragraph 1.1 of P art 1 of Schedule 3 ; has the meaning given to it in paragraph 1.1 of P art 1 of Schedule 3 ; means the Company Owned Real Properties and the C ompany Leased Real Properties, and means any one of them ; has the meaning given to it in Clause 4.1.1 ; means the confidentiality agreement dated 12 May 2014 between [COMPANY] International AG and the Purchaser pursuan t to which the Seller made available to the Purchaser certain confidential information relating to the Flu Group ; means any binding contract, agreement, instrument, lease, licence or commitment, excluding : ( i ) any lease or other related or simila r agreements, undertakings and arrangements with respect to the leasing or ownership of the Properti es ( to which the provisions set out in Schedule 3 s hall apply ) ; and ( ii ) any contract with any Employee ( to which the provisions set out in Schedule 9 shall apply ) ; means the power to direct the management and poli cies of a person ( directly or indirectly ), whether through ownership of voting securities, by Contract or otherwise, and the term shall be interpreted accordingly ; means any Flu Group Intellectual Property Right that is owned in part by any person other than the Seller or one of its Affiliates ; means any works of authorship, copyrights, databa se rights, mask work rights and registrations and applications therefor ; means the electronic data room containing documen ts and information relating to the Flu Group made available by IntraLinks, Inc. on behalf of the Seller, the index of which has been and initialled for identification purposes by the Selle r or its 4 representatives and the Purchaser or its representa tives and the contents of which is listed in the Disclosure Letter and copied to a CD ROM that has b een exchanged between the parties on or about the date of this Agreement ; means the issuing of any decision by any competit ion, antitrust, foreign investment, national, federal, state, local, supranational or s upervisory or other government, governmental, quasi -governmental, trade, or regulatory body, agency, br anch, subdivision, department, commission, official or authority, including any Tax Authority and any g overnmental department and any court or other tribunal, that would have the effect of preventing the consummation of the transactions contemplated b y this Agreement ; means, subject to Clauses 5.1.2(xviii ) to 5.1.2(x xiv ), any person to whom the Seller, any Flu Group Company or any other member o f the Seller ’s Group has made an offer of employment for a role in the Business and whose emp loyment in the Business will take effect on a date following the Closing Date, save that no person sha ll become a Deferred Employee unless and until the Seller has provided to the Purchaser a copy of the offer letter setting out the agreed principal terms of employment and/or employment agreement applicable t o such person ; means fairly disclosed and with sufficient partic ularity to enable a reasonable purchaser to identify the nature and scope of the fact, matter o r circumstances disclosed ; means the letter dated on the same date as this A greement from the Seller to the Purchaser disclosing information against the Seller ’s Warranties ; has the meaning given to it in Clause 7.1 ; means : ( i ) if the Closing Date is the last day of a month, 11.59 p.m. ( local time in the relevant location ) on the Closing Date ; or ( ii ) if the Closing Date is the first Business Day of a mon th, 11.59 p.m. ( local time in the relevant location ) on the last day of the immediately preceding month ; has the meaning given in Clause 4.2.9 ; has the meaning given to it in Schedule 10 ; has the meaning given to it in Schedule 10 ; means any past or future compensation payments pa yable to any employee of the Seller ’s Group who was an inventor of any Flu Group Intellectual Property Rights provided that the Seller was, prior to the date of this Agreement, aware of such compensation payments being payable to such employee . For the purposes of this definition the Seller ’s awareness shall be deemed to refer to the actual knowledge of [ * * * ] . F or the avoidance of doubt, this shall include the claims brought by employees of [COMPANY] Vaccines an d Diagnostics GmbH before the date of this Agreement for inventor compensation under German la w for sales of Begrivac between 2006 and 2011 that are based on the employee ’s rights in or contr ibutions to the development of the Flu Group Intellectual Property ; means the Flu Business Employees and the Flu Grou p Company Employees, and means any one of them ; means any claim, charge, mortgage, restriction, l ien, option, equitable right, power of sale, pledge, hypothecation, usufruct, retention of title, right of pre - emption, 5 right of first refusal or other security interest o f any kind or an agreement, arrangement or obligati on to create any of the foregoing, and for the avoidance of doubt shall exclude any licences of or claims of infringement relating to Intellectual Property Righ ts ; means any and all Applicable Law, Permit or agree ment regulating or imposing Liability or standards of conduct concerni ng pollution or protection of the environment ( including air ( including air within buildings and other natural or man - made structures above or below the ground ), water, or land and any ecological syst ems and living organisms ( including humans ) supported by any of those media ) ; means the Employee Retirement Income Security Act of 1974 of the United States, as amended, together with its implementing regulations ; means the Seller ’s reasonable and good faith estimate of the aggregate of the Flu Group Companie s ’ Cash Balances, to be notified by the Seller to t he Purchaser pursuant to Clause 6.4 ; means the Seller ’s reasonable and good faith esti mate of the aggregate of the Tax Adjustment, to be notified by the Seller to the Purchaser pursuant to Clause 6.4 ; means the Seller ’s reasonable and good faith esti mate of the Third Party Indebtedness, to be notified by the Sel ler to the Purchaser pursuant to Clause 6.4 ; means any transaction, event, circumstance, actio n or omission, including, without limitation, any change in the residence of any person for the p urposes of any Tax, and shall also include Closing ; has the meaning given to it in Clause 2.3.2 ; means, collectively, each Contract : ( i ) which is not Predominantly Related to the Business ; ( ii ) which is listed in Schedule 5 ; ( iii ) which is solely between members of the Seller ’s Gr oup ( excluding the Flu Group Companies ) ; or ( iv ) which is a MF59 ® Platform Intellectual Property Rights Contract ; means the employees listed in Schedule 18 and suc h other employees of the Seller ’s Group as may be agreed in writing between the Seller and the Purchaser after the date of this Agreement but before the Closing Date ; has the meaning given to it in Clause 8.2 ; means exclusively related to, or exclusively used or held for use exclusively in connection with, the Business ; means the manufacturing and supply agreement for the supply of bulk antigens in the Agreed Terms ; means bulk influenza Vaccines produced using cell -based technologies ; means the United States Food and Drug Administrat ion ( or its successor ) ; means 5 Business Days after the agreement or dete rmination of the Closing Statement in accordance with Clause 7 and Schedule 14 ; 6 means, subject to any changes made in accordance with Clauses 5.1.2(xviii ) to 5.1.2(xxiv ) ( inclusive ), but exclud ing Clause 5.1.2(xxii ), the employees of any member of the Seller ’s Group who work wholly or mainly in the Business or who perform a critical role in the Business, an indicative list, as at the date of thi s Agreement, of whom are identified with a unique identifier ( not name ) as appended to the Disclosure Letter, including, for the avoidance of any doubt, the International Assignees, other than the Flu Group C ompany Employees and the Excluded Employees, and provided that, in relation to the Seller ’s Warr anties only, the words shall be deemed to be replaced by and means any one of them ; means the Flu Group Companies and the Flu Group B usinesses, taken as a whole ; means the businesses of the Business ( but excludi ng the businesses of the Business carried on by the Flu Group Companies ) as set out in Clause 2.3.1, but subject always to Clause 2.3.2 ; means : ( i ) [COMPANY] Vaccines Holdings Limited and the Subsidia ry ; and ( ii ) any entity incorporated and existing after the date of this Agreement for the purpose of holding any part of the Flu Group Businesses, including as the result of any Reorganisation, and whose operations, assets and/or businesses are Exclusivel y Related to the Business, and means any one of them ; means, subject to any changes made in accordance with Clauses 5.1.2(xviii ) to 5.1.2(xxiv ) ( inclusive ), but exclud ing Clause 5.1.2(xxii ), the employees employed by a ny of the Flu Group Companies who work wholly or mainl y in the Business or who perform a critical role in the Business other than the Excluded Employees, an indicative list of whom, as at the date of this Agreement, are identified with a unique identifier ( not name ) as contained in the Data Room at 5.1.3.5, and provided that, in relation to the Seller ’s Warr anties only, the words shall be deemed to be replaced by, and means any one of them ; means the Transferred Information Technology and the Owned Information Technology ; means all insurance policies held exclusively by and for the benefit of the Flu Group Companies and means any one of them ; means the Transferred Intellectual Property Contr acts and the Owned Intellectual Property Contracts ; means the Transferred Intellectual Property Right s and the Owned Intellectual Property Rights ; has the meaning given to it in paragraph 5.1 of S chedule 9 ; 7 means current good manufacturing practices as set out in the ICH Guideline on Good Manufacturing Practice for Active Pharmaceutical In gredients ; the corresponding requirements of any other Governmental Entity and any other good manufa cturing practices applicable to the relevant Product, Product Under Registration and Pipeline Pr oduct Approval ; means any supra - national, federal, national, stat e, county, local, municipal or other governmental, regulatory or administrative au thority, agency, commission or other instrumentalit y, any court, tribunal or arbitral body with competent jurisdiction, or any national securities exchange or automated quotation service, including, any governm ental regulatory authority or agency responsible fo r the grant approval, clearance, qualification, licen sing or permitting of any aspect of the research, development, manufacture, marketing distribution or sale of the Products, Pipeline Products or Product s Under Registration, including the FDA, the European Medicines Agency, or any successor agency thereto, but excluding any Tax Authority ; means GlaxoSmithKline plc and its Affiliates ; means : ( i ) the manufacturing and supply agreement pursuant to which GSK will manufacture and supply certain products relating to the treatment of influ enza ; ( ii ) the manufacturing, supply and distribution agreemen t pursuant to which GSK will undertake certain activities in relation to certain marketing authorisations pending their transfer to, or re - registration by the Purchaser ; and ( iii ) the support services agreement pursuant to which GS K will provide certain site services to the Marburg MF59 ® Premises, in each case entered into by GSK and a member of th e Seller ’s Group on or around 23 October 2014 ; means any gasoline or petroleum products, polychl orinated biphenyls, urea - formaldehyde insulation, hazardous wastes, toxic su bstances, asbestos, pollutants, or contaminants defined as such in or regulated under any applicabl e Environmental Law ; means has the meaning given to it in Clause 3.1 ; means the Properties located in Holly Springs, No rth Carolina, United States of America at which the Business undertakes, among oth er things, Manufacturing activities ; means the International Financial Reporting Stand ards promulgated by the International Accounting Standards Board ; means all inventory of Products for Commercialisa tion that, at any particular time : ( i ) is beneficially owned by a member of the Seller ’s Group ; and ( ii ) is in finished packed form and released for Commercialisation ; and ( iii ) is lo cated : ( a ) in ( or in transit to ) the relevant marke t ; or ( b ) in ( or in transit to ) a multi - market warehouse owned or operated by a member of the Seller ’s Group or by a third party ; or ( c ) at a Property pending d espatch following release by the relevant qualified person to the relevant market or multi - market wareh ouse ; 8 means all loans and other financing liabilities a nd obligations in the nature of borrowed moneys and overdrafts and moneys borrowed and other debt like items, but excluding trade debt and liabilities arising in the ordinary course of busin ess and excluding any amounts in respect of Tax ; means computer, hardware, software and network ; means the assignments between the Seller and/or one or more of its Affiliates and the Purchaser and /or one or more of its Affiliates in the Agreed Ter ms, to be entered into at Closing, in respect of the tr ansfer of certain Intellectual Property Rights in e ach of the relevant jurisdictions ; means actual and threatened litigation anywhere i n the world with : ( i ) [ * * * ] in relation to [ * * * ] and [ * * * ] or counterpart wherever registered ; and ( ii ) [ * * * ], [ * * * ] and [ * * * ] in relation to [ * * * ] or coun terpart patents wherever registered ; means all : ( i ) Patents ; ( ii ) Know - How ; ( iii ) Trad emarks ; ( iv ) internet domain names ; ( v ) Copyrights ; ( vi ) rights in design s ; ( vii ) database rights ; and ( viii ) all rights or forms of protection, anywhere in the world, having equiva lent or similar effect to the rights referred to in ( i ) to ( vii ) above, in each case, whether registered or un registered and including applications for registrat ion of any such thing ; means : ( i ) the employees listed in Schedule 19 ; a nd ( ii ) such other employees as may be agreed in writing between the S eller and the Purchaser between the date of this Agreement and the Closing Date ; means all outstanding loans or other financing li abilities or obligations ( including, for the avoidance of doubt, interest accrued, dividends declared or payable bu t not paid ) owed by a Flu Group Company to a member o f the Seller ’s Group ( other than a Flu Group Company ) as at the Effective Time, but excluding : ( i ) Intra - Group Trading Balances ; and ( ii ) any amounts in respect of Tax ; means all outstanding loans or other financing li abilities or obligations ( including, for the avoidance of doubt, interest accrued, dividends declared or payable bu t not paid ) owed by a member of the Seller ’s Group ( o ther than a Flu Group Company ) to a Flu Group Company as at the Effective Time, but excluding : ( i ) Intra - Group Trading Balances ; and ( ii ) any amounts in respect of Tax ; means all trade accounts and notes receivable or payable arising in the ordinary course between any two members of the Seller ’s Group, in each case to the extent related to the Business, together with any unpaid financing ch arges accrued thereon ; means any order, writ, judgment, injunction, decr ee, stipulation, determination, Decision or award entered into by or with any Governmental E ntity of competent jurisdiction ; means the Xxxxx Springs Site and the Liverpool Si te, and means any one of them ; means the warranties set out in the following par agraphs of Schedule 16 : 9 ( i ) 2.1.2 ; ( ii ) 2.3.1 and 2.3.2 ; ( iii ) 2.5 ( but for these purposes only the words in each of paragraphs 2.5.1 and 2.5.2 shall be deemed to be de leted ) ; ( iv ) 2.11.1(iv ) and 2.11.2(iii ) ( but for these purposes only each such paragraph shall be deemed to include the following additional sentence : “ Neither of the Key Sites ( each taken as a whole ) i s at Closing : ( a ) incapable of operation by the Purchaser ’s Group wit hout a member of the Purchaser ’s Group being in breach of any Applicable Law or any other material duty or obligation ; or ( b ) otherwise incapable of operation by virtue of some other event, matter, or circumstance, but only where the circumstances giving rise to the inability of the Purchaser ’s Group to operate a Key Site would, or would be reasonably likely to, result in : A