definiens: means any mortgage, charge, easement, encroachment, lien, adverse claim, restrictive covenant, assignment by way of security, security interest of any nature, servitude, pledge, hypothecation, security agreement, title retention agreement, right of occupation, option or privilege or any agreement to create any ofthe foregoing ; means Fraser Milner Casgrain LLP ; means the escrow agreement in the form substantially attached hereto as Exhibit C ; means the amount held pursuant to the Escrow Agreement ; has the meaning ascribed thereto in Section 2.2 ; means the financial information of the Vendor relating to the Business as attached hereto in Schedule 4.1 . 7 ; has the meaning ascribed thereto in Section 6.4 ; means, after the occurrence of a NOC Event in respect of a Product, [ a reduction of thirty percent ( 30.0 % ) ] or more of the Net Sales of the applicable Product in any month when compared to the Reference Period for such Product ; means any domestic or foreign government, whether federal, provincial, state, territorial or municipal ; and any governmental agency, ministry, department, Tribunal, commission, bureau, board or other instrumentality exercising or purporting to exercise legislative, judicial, regulatory or administrative functions of, or pertaining to, government, including the Health Protection Branch of Health Canada, TPD and PMPRB ; means taxes, interest, penalties and fines imposed under Part IX of the Excise Tax Act ( Canada ) and the regulations made thereunder ; and means such act and regulations collectively ; has the meaning ascribed thereto in Section 3.8.5 ; has the meaning ascribed thereto in Section 3.8.5 ; CH02/22304967.3 7