definiens: means the Properties located in Liverpool at whic h the Business undertakes Manufacturing activities ; has the meaning given to it in Clause 2.6.1 ; means the agreement relating to the performance of certain activities relating to distr ibution and the transfer of the Marketing Authorisa tions in respect of the Business in a particular country ; means any transitional services agreement between the Seller and/or one or more of its Affiliates and the Purchaser and/or one or more of its Affiliates in respect of the Business in a particular country ; has the meaning given to it in Clause 4.4 ; means all losses, liabilities, costs ( including l egal costs and experts ’ and consultants ’ fees ), charges, expenses, actions, proceedings, claims and demands ; 12, or means the planning, purchasing of materials for, production, processing, compounding, storage, filling, packaging, labelling, leafleting, warehous ing, quality control testing, waste disposal, quality re lease, sample retention and stability testing of pr oducts ; means any packed inventory of Products that is : ( i ) in finished form ; ( ii ) beneficially owned by any member of the Seller ’s Group ; ( iii ) held at a Property or outside of a Property where secondary packaging is undertaken ; a nd ( iv ) not yet released by a qualified person of t he Seller ’s Group ; and excluding in each case, for the avoidance of doubt, any In - Market Inventory and Manufacturing Stocks ; means, as at Closing, all stocks of raw materials, active pharmaceutical ingredients, ingredients, adjuvants, drug substance s, intermediates, packaging materials, components, devices and other production and pre - production con sumables and work - in - progress that are beneficially owned by any member of the Seller ’s Group for use i n the Manufacture of Products, Products Under Registration or Pipeline Products ; means the premises leased by the Seller, a member of the Seller ’s Group or a member of the Flu Group and which are located in Marburg ( Germany ) in which the Flu Group undertakes the manufacture of MF59 ® adjuvant ; means the existing dossiers in the Seller ’s Group possession or control containing the relevant Know - How used by th e Seller and/or its Affiliates to obtain and mainta in the Marketing Authorisations ; means the marketing authorisations issued or appl ications for marketing authorisations with respect to the Products, Pipeli ne Products and Products Under Registration and all supplements, amendments and revisions thereto ; means any event, occurrence, fact, condition, cha nge or effect that has had or would have a materially adverse effect on the bu siness, financial condition or results of operation s of the Flu Group taken as a whole ( other than on a sho rt term, cyclical or temporary basis ), except to th e extent caused by : ( i ) the transactions contemplated by this Agreement and the Ancillary Agreements and the announcement and consummation thereof ; ( ii ) cha nges in law, regulation or accounting standards, principles or interpretations thereof applicable to the Business ; ( iii ) changes generally applicable t o financial, economic, political or similar condition s ( including acts of war, declared or undeclared, a rmed hostilities and terrorism ) or to financial, securit ies, commodities or other market conditions or prev ailing interest rates ; ( iv ) changes generally applicable i n the industry in which the Business operates ; or ( v ) any matters disclosed in this Agreement, the Ancillary Agreements, the Disclosure Letter or the Data Room ( other than any such matters which would not as at the date of this Agreement have constituted a Material Adverse Effect but which subsequently deve lop in such a manner as to constitute a Material Adverse Effect as a result of an event or occurrenc e after the date of this Agreement which could not reasonably have been anticipated at the date of thi s Agreement ) ; means the United Kingdom, the United States of Am erica, Italy and Switzerland ; has the meaning given to it in Clause 8.17.1 ; means the master cell bank and working cell bank of Madin Darby 13 Canine Kidney cells located in the premises used by the Seller or a member of the Seller ’s Group for t he manufacture of FCC Vaccines in Marburg, Germany ; means information relating to clinical and techni cal matters, such as therapeutic uses for the approved indications, drug - disease inf ormation, and other product characteristics Exclusively Related to the Business ( including the Products, Pipeline Products and Products Under Registration ) which is owned or in the possession o f the Seller and/or its Affiliates as of the Closin g Date, or, in respect of any Delayed Business, as of the relevant Delayed Closing Date, as applicable, other than information which the Seller and/or its Affiliate is required by Applicable Law to retain ; means the Intellectual Property Rights owned by the Seller ’s Group comprised within the MF59 ® Right s that are Exclusively Related to the Business ; means the Contracts held by the Seller ’s Group relating to the Intellectual Propert y Rights comprised within the MF59 ® Rights that are Exclusively Related to the Business ; means the manufacturing and supply agreement for the supply of MF59 ® adjuvant to the Seller and/or i ts Affiliates to be entered into at Closing in the Agreed Terms ; means the Intellectual Property Rights owned by t he Seller ’s Group comprised within the MF59 ® Rights ex cluding the MF59 ® Flu Specific Intellectual Property Rights, including the Intellectual Propert y Rights set out in Schedule 23 ; means the Contracts held by the Seller ’s Group relating to the Intellectual Property Rights comprised within the MF59 ® Rights excluding the MF59 ® Flu Specific Intellectual Property Rights Con tracts ; means all rights in the MF59 ® adjuvant owned by o r licensed to the Seller ’s Group including : ( i ) all stocks of the adjuvant and mater ials used in its production ; ( ii ) all Intellectual Property Rights in and relating to the MF59 ® adjuvant ; and ( iii ) all Intellectual Property Rights in and relati ng to the manufacture and production or fill finish proce ss relating to the MF59 ® adjuvant ; means any Contract which is Predominantly Related to the Business but relates both : ( i ) to the Business or any part of the Business to be t ransferred to the Purchaser at Closing or Delayed Closing, as applicable ; and ( ii ) to any part of the Seller ’s Group Retained Business ( as at the date of this Agreement ), any product other than the Products, Pipeline Products or Products Under Registration, or any Excluded Asset, to which a member of the Seller ’s Group ( including the Flu Group Companies ) on the one hand, and any person who is not a member of the Seller ’s Group ( i ncluding the Flu Group Companies ) one the other hand is a party and shall mean any of them ; has the meaning given to it in the Netherlands Of fer Letter ; means the Assumed Liabilities to the extent they relate to the Netherlands Business, excluding always the Excluded Liabilities ; 14 means that part of the Flu Group, comprising : ( i ) the Flu Group Businesses as conducted in the Nether lands ; ( ii ) the Netherlands Assumed Liabilities ; ( iii ) the Netherlands Employees ; and ( iv ) any other assets that are exclusively related to th e Flu Group Business as conducted in the Netherlands ; has the meaning given to it in the Netherlands AP A ; means the Employees employed in the Netherlands B usiness ; means the letter from the Purchaser to the Seller in respect of the binding offer from the Purchaser to acquire the Netherlands Business dated on or around the date hereof ; has the meaning given to it in the Netherlands Of fer Letter ; means the services agreement with respect to cert ain services provided by [COMPANY] Pharma B.V. to be entered into between the Seller and/or one or more of its Affiliates and the Purchaser and/or one or more of its Affiliates at Closing in the Agreed Terms ; has the meaning given to it in paragraph 2.21.4 o f Schedule 16 ; has the meaning given to it in Clause 15.11.1 ; means the letter detailing how share - based incentive plan arrangements are to be treated to be entered into between the Seller and the Purchaser at Closing in the Agreed Terms ; means the [COMPANY] UK Pension Scheme ; means the deed to confirm the interim participati on and cessation and discharge of [COMPANY] Vaccines and Di agnostics Limited ; means all Information Technology of any Flu Group Company to the extent Exclusively Related to the Business ; means the Contracts Exclusively Related to the Bu siness which relate to Intellectual Property Rights and th at are held by the Flu Group Companies ; means the Intellectual Property Rights of any Flu Group Company to the extent Exclusively Related to the Bu siness ; means patents, design patents, patent application s and any reissues, re - examinations, divisionals, continuations, continuations - in - part, provisionals, and extensions thereof or any counter parts to any of the foregoing ( including rights resulting from any post - grant proceedings relating to any of the foregoing ) ; means, in relation to a Product Approval or Produ ct Application, the date upon which the relevant Governmental Entity approves and notifies the Product Approval or Product Application ( as applicable ) naming the Purchaser or the relevant Affiliate of the Purchaser ( or design ee thereof ) as the holder of such Product Approval or 15 Product Application in the relevant country or terr itory covered by that Product Approval or Product Application ; has the meaning given to it in paragraph 2.16.1 o f Schedule 16 ; means : ( i ) Encumbrances for Taxes, assessments and charges or levies of any Governmental Entity not yet delinquent or for which adequate reserves are maint ained on any financial statements ( including management accounts ) relating to the Business, wher e such financial statements have been made available to the Purchaser ; ( ii ) Encumbrances imposed by Applicable Law ; ( iii ) Encumbrances imposed in the ordinary course of busi ness which are not yet due and payable or which are being contested in good faith ; ( iv ) Encumbrances which are listed in Schedule 6 ; ( v ) except with respect to the Transferred Real Propert y, pledges or deposits to secure obligations under Applicable Law relating to workers ’ compensat ion, unemployment insurance or to secure public or statutory obligations ; and ( vi ) except with respect to the Transferred Real Propert y, liens, title retention arrangements or deposits to secure the performance of bids, trade c ontracts ( other than for borrowed money ), conditional sales contracts, leases, statutory obli gations, surety and appeal bonds, performance bonds and other obligations of a like nature incurr ed in the ordinary course of the Business ; means the agreement to be entered into between th e Seller and/or one or more of its Affiliates and the Purchaser and /or one or more of its Affiliates which defines the roles and responsibilities of the parties in relati on to pharmacovigilance activities ; means : ( i ) each product in development by the Business set out under the heading in paragraph C of Part 2 of Schedule 7 ; and ( ii ) any other product in development which is Exclusive ly Related to the Business ; means all permits, licences, certificates, cleara nces, registration or other authorisations or consents issued by any Government al Entity to the Seller or one of its Affiliates in relation to the research and development of Pipelin e Products ; means the adjustments to the Purchase Price for F lu Group Companies ’ Cash Balances, Third Party Indebtedness and Tax Adj ustment as set out in Clause 7 ; means exclusively or predominantly related to, or used or held for use exclusively or predominantly in connec tion with, the Business ; means all applications for Product Approval filed with respect to Products Under Registration, with each individual applicatio n being a ; means all permits, licences, certificates, cleara nces, registrations or 16 other authorisations or consents, including any Mar keting Authorisations, issued by any Governmental Entity to the Seller or one of its Affiliates with respect to the Products or the use, research, devel opment, marketing, distribution or sale thereof ; means : ( i ) the products set out under the heading i n paragraph A of Part 2 of Schedule 7 ; and ( ii ) any other products Exclusively Related to the Busin ess ; means : ( i ) the products set out under the heading in paragraph B of Part 2 of Schedule 7 ; and ( ii ) any other product under registration Exclusively Re lated to the Business ; means the Company Real Properties, the Transferre d Real Properties and the Marburg MF59 ® Premises and means any one of them ; means all confidential and proprietary informatio n of the Seller or its Affiliates that is Exclusively Related to the Busin ess, including confidential Medical Information, confidential Know How and confidential Commercial I nformation ; means the preparation, filing, prosecution and ma intenance of the Flu Group Intellectual Property Rights, and any re - exam inations, re - issues, interference actions, oppositi ons or other similar proceedings before national or sup ranational patent offices . For the avoidance of dou bt, Prosecution and Maintenance shall exclude the enfor cement or defence of Flu Group Intellectual Property Rights in any U.S. federal court or any fo reign counterpart thereof or before any internation al trade commission panel ; has the meaning given to it in Clause 3.1 ; means the accounts notified by the Seller to the Purchaser no later than 5 Business Days prior to the Closing Date ; means the agreement between the Seller and/or one or more of its Affiliates and the Purcha ser and/or one or more of its Affiliates in the Agr eed Terms, to be entered into on Closing, in respect of the grant of licences from the Seller ’s Group ( oth er than a Flu Group Company ) to the Purchaser ’s Group of certain Intellectual Property Rights ; [ * * * ] ; means the Purchaser and its Affiliates from time to time ; means Baker & McKenzie LLP of 100 New Bridge Stre et, London, EC4V 6JA, United Kingdom ; means the agreements to be entered into between t he Seller and/or one or more of its Affiliates and the Purchaser and/or one or m ore of its Affiliates, each of which defines the ro les and responsibilities of the parties in relation to quality assurance activities in respect of the Tran sitional Services Agreement, the Global Transitional Distrib ution Services Agreement and any Local Transitional Distribution Services Agreement, the M F59 Manufacturing and Supply Agreement and, if the Purchaser 17 elects to enter into the Agreed Form MBASA, the Agr eed Form MBASA ; means Intellectual Property Rights that are regis tered, issued, filed, or applied for under the authority o f any Governmental Entity ; means all Flu Group Intellectual Property Rights that are Registered Intellectual Property Ri ghts ; means the Business Sellers and such other members of the Seller ’s Group who employ the Relevant Flu Business Employees ; means the relevant part of a Shared Business Cont ract, a Mixed Contract or a GSK Mixed Contract, as applicable, which relates exclus ively to the Business ( or the relevant part of the Business that is transferred to the Purchaser as an d from the Effective Time ) ; means the entities whose names are set out in col umn 3 of Schedule 11 ; means : ( i ) any Liabilities assumed by the Purchas er or a member of the Purchaser ’s Group as contemplate d by Schedule 9 ; and ( ii ) any Transferred Employee Benefit Liabilities which the Purchaser ag rees to assume in accordance with Schedule 10 ; has the meaning given to it in Clause 8.4.2 ; means the Flu Business Employees immediately prio r to the Closing Date and means any one of them ; means the Flu Group Company Employees immediately prior to the Closing Date and means any one of them ; means any loss, relief, allowance or credit in re spect of any Tax and any deduction in computing Income, Profits or Gains for the purposes of any Tax ; has the meaning given to it in Clause 2.3.4 ; means an internationally recognised and independe nt firm of accountants who does not act as auditor to the Seller or the Pu rchaser, to be agreed by the Seller and the Purchas er within seven days of a notice by one to the other r equiring such agreement or, failing such agreement, to be nominated on the application of either of them b y or on behalf of the Institute of Chartered Accountants of England and Wales ; has the meaning given to it in Clause 4.1.1 ; means the relevant part of the Mixed Contract whi ch relates exclusively to the Seller ’s Group Retained Business ; means the letter detailing how the transferring pensions liabilities are to be dealt with which is to be entered into b etween the Seller and the Purchaser at Closing in the Agre ed Terms ; has the meaning given to it in paragraph 2.16.6 o f Schedule 16 ; means any of the Trademarks ( including in either or both logo and local script form ),, and use d either alone or in 18 combination with other words or marks ; means any counterparty to a development, contract research, commercialisation, manufacturing, distribution, sales, marketing, supp ly, consulting or other collaboration Contract with the Seller or any Affiliate of the Seller ; means the Seller and its Affiliates from time to time ; means all insurance policies ( whether under polic ies maintained with third party insurers or any member of the Sell er ’s Group ), other than Flu Group Insurance Policie s, maintained by the Seller or any member of the Selle r ’s Group in relation to the Flu Group or under which, immediately prior to Closing, any Flu Group Company or the Seller or member of the Seller ’s Group in relation to the Flu Group Businesses is en titled to any benefit, and means any one of them ; means, from time to time, all businesses of the S eller ’s Group, excluding the Business ; has the meaning given to it in Clause 9.1.4 ; means Linklaters LLP, of One Silk Street, London, EC2Y 8HQ, United Kingdom ; means the warranties given by the Seller pursuant to Clause 9.1 and Schedule 16, and means any one of them ; means the members of the Seller ’s Group ( other th an the Flu Group Companies ) that own any Shares ; means any Contract between a member of the Seller ’s Group ( excluding the Flu Group Companies ) on the one hand, and any p erson who is not a member of the Seller ’s Group, on the other hand, which is not Predominantly Relat ed to the Business to be transferred to the Purchas er at Closing or Delayed Closing, as applicable but is a Contract under which a Flu Group Company or a Business Seller has a right to receive products or services in connection with the operation of the Business, and shall mean any of them ; means the shares in the capital of any Flu Group Company ( other than the Subsidiary ) ; means agreements and arrangements relating to the business and activities of the Sinergium Consortium, including agreements a nd arrangements between : ( i ) any of the Sinergium Consortium Members ; ( ii ) any of the Sinergium Conso rtium Members ( and/or the Sinergium Consortium ) and the Argentinian Ministry of Health ; and ( iii ) any member of the Seller ’s Group and any Sinergium Consortium Member ( and/or the Sinergium C onsortium ) ; means the members of Sinergium Biotech - Consorci o de Cooperación ( taken together, the ), who as at the date of this Agreement are [COMPANY] Argentina, S.A., Biogénesis Bago, S.A., La boratorio ELEA S.A.C.I.F. y A. and Sinergium Biotech, S.A. ; means the statement of net assets as at the State ment of Net Assets Date, as set out in Schedule 20 ; 19 means 31 December 2013 ; means the rules in accordance with which the Stat ement of Net Assets was prepared, as set out in Part 2 of Schedule 20 ; means the unaudited carve out profit and loss acc ount of the Flu Group for the 9 month period ended on 30 September 2014, as contained in the Data Room at 9.1.2.2.5.1 ; means [COMPANY] Vaccines and Diagnostics Limited, details of which are set out in paragraph 4 of Schedule 2 ; means : ( i ) the LEK Filling and Packaging Agreement ; ( ii ) the manufacturing agreement between [COMPANY] Influe nza Vaccines Marburg GmbH and [COMPANY] Influenza Vaccines AG ; ( iii ) the quality agreement for external manufacturing be tween [COMPANY] Influenza Vaccines AG and [COMPANY] Influenza Vaccines Marburg GmbH dated 11 J une 2015 ; ( iv ) the quality agreement on testing and complaint mana gement between [COMPANY] Influenza Vaccines Marburg GmbH and [COMPANY] Vaccines and Dia gnostics Limited dated 10 June 2015 ; ( v ) any of the other agreements or arrangements referre d to in Clause 5.2.2 ; ( vi ) the quality agreement on filling, packaging and tes ting between [COMPANY] Vaccines and Diagnostics AG, [COMPANY] Vaccines and Diagnostics S .r.l and LEK Pharmaceuticals d.d ., dated 16 October 2014 ( which transferred from [COMPANY] Va ccines and Diagnostics AG to [COMPANY] Influenza Vaccines AG and from [COMPANY] Vaccines an d Diagnostics S.r.l to [COMPANY] Vaccines Influenza S.r.l . pursuant to the Reorganisation ) ; a nd ( vii ) any agreements or arrangements between any member o f the Flu Group and any member of the Seller ’s Group Retained Business that are required in connection with the transitional arrangements contemplated under this Agreement, any of the Ancillary Agreements or are otherwise required in connection with the operation of the Business ; means the Transferred Intellectual Property Right s, Transferred Intellectual Property Contracts, Transf erred Accounts Receivable and Transferred Books and Records of [COMPANY] Pharma AG together with the Assumed Liabilities of [COMPANY] Pharma AG that relate exclusively to such assets, which, in each c ase, shall transfer to [COMPANY] UK Ltd at Closing ; or means all forms of taxation ( other than any accou nting for deferred tax ), and statutory, governmental, state, provincial, local g overnmental or municipal impositions, duties, contributions and levies, in each case in the natur e of tax, whether levied by reference to income, pr ofits, gains, net wealth, asset values, turnover, added va lue or otherwise and shall further include payments to a Tax Authority on account of Tax, in each case whe ther of the United Kingdom or elsewhere in the world whenever imposed and whether chargeable direc tly or primarily against or attributable directly o r primarily to a member of the Seller ’s Group or any other person, and including all interest, penalties and additions imposed with respect to such amounts by a ny Tax Authority or with respect to 20 any failure to file any Tax Return ; means the amount by which : ( i ) the aggregate amount of the corporate income taxes payable by the Flu Group Companies, as at the Effective Time and as derived from the Closing Statement, exceeds or is less than ( ii ) the aggregate amount of the corporate income tax re ceivables of the Flu Group Companies as at the Effective Time as derived from the Closing Stat ement, and any such excess amount shall be treated as a po sitive number and any shortfall shall be treated as a negative amount ; means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/ or collection of Taxation or enforcement of any law in relation to Taxation ; means the deed of covenant against taxation, in t he Agreed Terms, to be entered into on the Closing Date between the Seller and the Purc haser ; means any return, declaration, claim for refund, information return or statement, including any schedule or attachment thereto, which must be filed or lodged with, or submitted to, any Tax Authority in relation to the assessment, notifi cation, collection or administration of any Tax, or which a taxpayer must prepare and retain ; means the Seller ’s Warranties set out in paragrap h 2.18 of Schedule 16 ; has the meaning given to it in Clause 11.4 ; means all consents, licences, approvals, permits, authorisations or waivers required from third parties for the assignment or t ransfer to the Purchaser of any of the Transferred Contracts, Transferred Intellectual Property Contra cts, Shared Business Contracts, Co - Owned Flu Group Intellectual Property Rights or Transferred Plant a nd Equipment and means any one of them ; means the aggregate amount as at the Effective Ti me of all outstanding Indebtedness owed by the Flu Group Companies to any third party less any Indebtedness owed by any third party to any Flu Group Company as derived fro m the Closing Statement ( but excluding : ( i ) any item included in respect of any Flu Group Companies ’ Cash Balances and ( ii ) any loans made to the Sinergium Consortium which in the Statement of Net Assets and the Illustrative Statement of Net Assets have been treated as ( and have been included in line item BS01_035 Financial Assets — 3rd parties and lo ans to AC ) ), and, for the purposes of this definition, third party shall exclude any member of the Seller ’s Group ; means trademarks, service marks, trade names, cer tification marks, service names, industrial designs, brand names, brand marks, trade dress rights, identifying symbols, logos, emblems, and signs or insignia and all goodwill of the busin ess in relation to which any of the foregoing are u sed ( but no other or greater goodwill ) ; means the proposed acquisition of all or any of t he Shares or Flu Group Businesses pursuant to this Agreement ; means the relevant national measure by which the employment of a Relevant Flu Business Employee automatically transfers to th e Purchaser or a relevant 21 member of the Purchaser ’s Group ; means all trade accounts and notes receivable ari sing in the ordinary course of the business of the Seller ’s Gro up ( other than any Flu Group Company ) to the extent related to the Business and outstanding at the Effe ctive Time, together with any unpaid financing charges accrued thereon ; means copies of all books, ledgers, files, report s, plans, records, manuals and other materials ( in any form or medium ) to the extent relating to, or maintained exclusive ly for, the Business by the Seller ’s Group ( excluding the Flu Group Companies ) ( other than emails ), but excluding : ( i ) any such items to the extent that : ( A ) they are rel ated to any Excluded Assets ; ( B ) they are related to any corporate, Tax, human resources or s tockholders matters of the Seller or its Affiliates ( other than the Flu Group Companies ) ; ( C ) any Applicable Law prohibits their transfer ; or ( D ) any transfer thereof otherwise wou ld subject the Seller or any of its Affiliates to any material liability ( unless such items are requi red by Applicable Laws to be held by the Purchaser ) ; and ( ii ) any laboratory notebooks to the extent containing r esearch and development information unrelated to the Business ; means : ( i ) the Contracts, other than Transferred Intellectual Property Contracts and the US Government Contracts, that are Predominantly Related to the Bu siness between a member of the Seller ’s Group ( excluding the Flu Group Companies ), on the o ne hand, and any person who is not a member of the Seller ’s Group, on the other hand ( ot her than this Agreement and any Ancillary Agreement ), but excluding any Excluded Contract ; ( ii ) the Relevant Part of the Shared Business Contracts ; ( iii ) the Relevant Part of the Mixed Contracts ; and ( iv ) the Relevant Part of the GSK Mixed Contracts, has the meaning given to it in Schedule 10 ; means : ( i ) the Flu Business Employees to whom the Purchaser ( o r a member of the Purchaser ’s Group ) offers employment and who accept such employment an d become employed by the Purchaser ( or a member of the Purchaser ’s Group ) in accordanc e with Schedule 9 ; ( ii ) any Relevant Flu Business Employees who transfer to the Purchaser ( or a member of the Purchaser ’s Group ) by operation of the Transfer Reg ulations and do not object to such transfer ( to the extent permitted by the Transfer Regulation s ) in accordance with Schedule 9 ; and ( iii ) the Relevant Flu Group Company Employees, and means the employees in ( i ) and ( ii ), means the employees in ( iii ) and, and respectively means any one of them ; 22 means all Information Technology of any member of the Seller ’s Group ( other than a Flu Group Company ) to the extent Exclusively Related to the Business ; means Contracts Exclusively Related to the Busine ss which relate to Intellectual Property Rights ( but e xcluding the rights under any such Contracts that a re held by the Flu Group Companies ) including the MF59 ® Flu Specific Intellectual Property Rights Contracts, but excluding the MF59 ® Platform Intelle ctual Property Rights Contracts ; means the Intellectual Property Rights of any mem ber of the Seller ’s Group ( other than a Flu Group Company ) Exclusively Related to the Business including the MF59 ® Flu Specific Intellectual Property Rights, bu t excluding the MF59 ® Platform Intellectual Property Rights ; means all inventories ( including Manufacturing In ventory and Manufacturing Stocks and In - Market Inventory ), including all raw materials, work in progress, finished Products and packaging and labelling material in respect of the Products and otherwise Exclusively Related to the Business ( but excluding any such items held by the Flu Group Companies ) whether held at any location or facility of a member of the Seller ’s Group or in transit to a member of the Seller ’s Group, in each case as of the Effective Time ; has the meaning given to it in paragraph 1.1 of P art 4A of Schedule 3 ; has the meaning given to it in paragraph 1.1 of P art 4A of Schedule 3 ; means : ( i ) the Transferred Information Technology ; ( ii ) all plant, furniture, furnishings, vehicles, equipm ent, tools and other tangible personal property ( other than Transferred Inventory or Transferred In formation Technology ) of the Seller ’s Group that are Exclusively Related to the Business ( but e xcluding : ( a ) any such items owned by the Flu Group Companies ; and ( b ) any such items situate d at or otherwise used in relation to the Holly Springs Site ) ; and ( iii ) all plant, furniture, furnishings, vehicles, equipm ent, tools and other tangible personal property ( other than Transferred Inventory or Transferred In formation Technology ) of the Seller ’s Group that are Predominantly Related to the Business and are situated at or otherwise used in relation to the Holly Springs Site ; means : ( i ) the Transferred Owned Real Properties ; and ( ii ) the Transferred Leased Real Properties ; and means any one of them ; means the transitional trademark licence to be en tered into at Closing in the Agreed Terms, between the Seller and the Purchaser and/or one or more of its Affiliates ; means the agreement for the reservation of manufa cturing 23 capacity and production and supply of vaccine durin g a pandemic entered into between the Secretary of State for Health ( acting through the Commercial Med icines Unit ) and [COMPANY] Vaccines and Diagnostics Limited dated 1 June 2012 ; means all benefit and compensation plans, contrac ts, policies or agreements, including but not limited to ( within the meaning of section 3(3 ) of ERISA ), deferred compensation, severance, change in control or employment, vacation, incentive, bonus, stock option, stock purchase, or restricted stock plans, benefiting United States Flu Business Employees in respect of which any Flu Group Company or Business Seller contributes or under which any Flu Group Company or Business Seller is subject to continuing financial obligations or liabilities ( whether actu al or contingent ) ; means the Business as operated by [COMPANY] Vaccin es and Diagnostics, Inc. ; means : ( i ) the Contracts of [COMPANY] Vaccines & D iagnostics, Inc. set out in Part 1 of Schedule 15 ; and ( ii ) any other Contra cts that are Predominantly Related to the Business between a member of the Seller ’s Group ( excluding t he Flu Group Companies ), on the one hand, and a Governmental Entity in the United States of America on the other hand, but excluding any Excluded Contract ; means the representations, undertakings or other statements ( whether written or oral and including, for the avo idance of doubt, by email ) that the Seller ( or any member of the Seller ’s Group ) has made or may be re quired to make to the U.S. Department of Health and Human Services ( and any agency thereof ) or the U.S. Department of Veterans Affairs in the United States of America regarding the Purchaser ( or any m ember of the Purchaser ’s Group or any of its or their respective directors, officers, employees or agents ) in connection with the sub - contracting or novation of the US Government Contracts, the conten t of which has been approved by the Purchaser in writing ( including, for the avoidance of doubt, by email ) ; means the subcontracts to be entered into by Nova rtis Vaccines & Diagnostics, Inc. and a member of the Purchaser ’s G roup in respect of the US Government Contracts set out in paragraphs 1 to 6 and paragraphs 8 to 12 of Part 1 of Schedule 15 ; means the secondment agreement between the Seller, [COMPANY] Inc. and [COMPANY] Vaccines and Diagnostics, Inc. with respec t to the Flu Business Employees located in the USA at Closing in the Agreed Terms ; has the meaning given to it in paragraph 5.2 of S chedule 9 ; means the Transferred Intellectual Property Right s of [COMPANY] Vaccines and Diagnostics, Inc. which shall transfer to [COMPANY] UK Ltd at Closing ; means the London interbank offered rate, being th e interest rate offered in the London inter - bank market for three month US dollar deposit s as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen at 11 a.m. ( London ) on the Relev ant Date ; means a preparation comprising : ( i ) an antigen ; ( ii ) an epitope of an antigen ; or ( iii ) a polynucleotide encoding an antigen derived directly or indirectly from, or mimicking, an agent ( including, but not limited to, a compound, a toxin, a microbe including a 24 pathogen or component thereof ), wherein such prepar ation may further comprise a composition capable of modulating an immune response, including prepara tions intended to improve a human ’s immune response to a microbe that has been linked to cance r, wherein said preparation is intended for purpose s of inducing an immune response in a human, includin g, but not limited to, a functional immune response or immunological memory to the particular or relate d antigen or agent, thereby causing or improving an immune response to a challenge by the particular or related agent . shall not include preparations intended to improve a human ’s immune r esponse to or to treat other non - infectious conditions, whether or not related to pathogens, su ch as certain autoimmune diseases, Alzheimer ’s disease and certain cancers, or non - antigen prepara tions comprising immune system components intended to function analogous to corresponding nat i ve components within the patient, such as antibodies or white blood cells ( both unmodified or modified to better treat disease ) ; means within the European Union such Taxation as may be levied in accordance with ( but subject to derogations from ) Council Directive 2006 /112 / EC and outside the European Union any Taxation levied by reference to added value or sale s ; and means the Worker Adjustment and Retraining Notifi cation Act of 1988 of the United States