definiens: means the unaudited income and expenditure statements of the Target Business as at and for the two years endedon the Accounts Date and the statement of assets and liabilities as at the Accounts Date in the Agreed Form AF1A ; means 31st December 2007 ; means a form agreed between or identified by the parties for the purposes of this Agreement and signed orinitialled for identification purposes by them or on their behalf ; means the agreements in the Agreed Forms AF6A, AF6B, AF6C, AF6D, AF7A, AF7B, AF7C, AF8,AF9A, AF9B and AF9C ; means a company which is from time to time a subsidiary of the party concerned or which is a holdingcompany of such party or a subsidiary of such holding company ; means the non - statutory financial statements of the Target Business ( including a balancesheet, statement of shareholders ’ equity, statement of income and statement of cash flows as at and for the year to 31stDecember 2006 and a balance sheet, statement of shareholders ’ equity, statement of income and statement of cash flows as atand for the year to 31st December 2007 prepared and audited in accordance with international financial reporting standards ; means [COMPANY] Limited, a company incorporated in England and Wales ; means negative US$ 100,000 ; means the site of the UK Vendor at Belasis Avenue, Billingham, Stockton on Tees, UK ; means all of the Business Vendors ’ books and records as at the Effective Time ( in whatever form)(including details of customers and suppliers and the terms of trading with them and copies or where available originals of theContracts ) to the extent that they relate to the Business Assets and Business Liabilities ; means : ( i ) the Plant and Equipment ; ( ii ) the Transferring Billingham Assets and the Transferring Milford Assets ( iii ) the Stock ; 89(iv ) the Debtors ; ( v ) the Goodwill ; ( vi ) the Business IP ; ( vii ) the Books and Records ; ( viii ) the benefit ( subject to the burden ) of the Contracts ; ( ix ) the Property ; ( x ) the benefit ( so far as the same can lawfully be assigned or transferred to or held in trust for the Purchaser or a LocalPurchaser ) of the Claims ( including to the extent assignable the right to receive the proceeds of any claim under anyinsurance policy of any Vendor in respect of any Business Liability actually discharged by the Purchaser or a LocalPurchaser ) ; and ( xi ) any other assets, property and rights owned by the Business Vendors and used exclusively in connection with theTarget Business as at the Effective Time, but, in each case, not including the Excluded Assets ; means a day ( other than a Saturday, Sunday or public holiday ) on which banks are open for normal businessboth in London and New York City ; or means : ( i ) the Intellectual Property owned by the Business Vendors which at Completion is used or enjoyed exclusively in theTarget Business including the registered ( and applications for registration of ) Intellectual Property set out in the listin the Agreed Form AF3 ; and ( ii ) the Manufacturing IP ; means : ( i ) the Creditors ; ( ii ) all other Liabilities of the Business Vendors incurred in carrying on the Target Business ( including any suchLiabilities assumed from [COMPANY] Limited and/or [COMPANY] Inc as the Business Vendors ’ predecessors in title ) andexisting, outstanding or in force at the Effective Time or arising, accruing or assessed after Completion inconsequence of any transaction or event incurred or entered into or occurring in carrying on the Target Businessprior thereto, save any Liabilities arising out of fraud or wilful default or bad faith on the part of any BusinessVendor ; and ( iii ) any other Liabilities included in the Completion Working Capital Statement ; but, in each case, excluding theExcluded Liabilities ; 90 means the UK Vendor and the US Vendor ; means cash in hand or credited to an account with a financial institution ; means the NIH challenge grant number IUC1AI067223 - 01 ( 8/1/05 - 4/30/08 ) and supplemental grant3UC1AI067223 - 01S1 ( 8/1/07 - 4/30/09 ) ; bears the meaning given in Clause 9.1 ; means all rights and claims of the Business Vendors arising at any time ( whether before or after Completion ) out ofor in connection with the Target Business ( whether arising under any warranties, conditions, guarantees, indemnities, contracts, agreements ( in each case whether express or implied ) or otherwise howsoever ) in so far as they relate to any of theBusiness Assets or any Business Liability but excluding rights and claims under ( i ) any insurance policy ( save to the extentexpressly included in the definition of Business Assets ) or ( ii ) the agreements by which the Principal Vendor and certain of itsAssociated Companies contracted to acquire the Zeneca Specialties business from Zeneca Limited and others in 1999 ; means the US Internal Revenue Code of 1986, as amended ; means the completion of the transfer of the Target Business and the Business Assets pursuant to this Agreementand the US Local Agreement ; means the date on which Completion occurs ; means the amount of consolidated net working capital of the Target Business in US Dollarsas at the Effective Time as set out in the Completion Working Capital Statement ; means the date on which the process described in Part 2 of Schedule 2for the agreement or determination of the Completion Working Capital Statement is completed ; means the statement of the consolidated net working capital of the TargetBusiness in US Dollars as at the Effective Time as agreed ( or deemed to be agreed ) or as finally determined in accordance withthe relevant provisions of Schedule 2 and in the form set out in Part 3 of Schedule 2 ; means the conditions to Completion set out in Clause 4.1 ; means the confidentiality agreement dated 17th May 2007 between the UK Vendor and thePurchaser ; means any contract agreement or other legally binding arrangement, whether oral or written entered into by anyof the Business Vendors and subsisting at Completion ( including, without limitation, contracts with customers or suppliers ofgoods or services and operating or finance leases or licences and licences and agreements relating to Intellectual Property ) tothe extent it relates to the Target Business, including for the avoidance of doubt the Lease, ( provided that ( i ) any such contractor agreement shall not be a to the extent it relates to an Excluded Asset or an Excluded Liability ; and ( ii ) where aContract is of a type dealt with more 91 specifically in this Agreement ( such as employment agreements ) and those other provisions are inconsistent with theprovisions relating to Contracts generally, such more specific provisions shall prevail ) ; means the average of the spot selling and buying rates for a transaction between the two currencies inquestion as reported on the Financial Times market data website on the Business Day prior to the Relevant Conversion Date(as defined in paragraph 3 of this Schedule ) or, if no such rate is reported on that date, on the preceding date on which suchrates are quoted ; means the date on which the Conditions Precedent are all satisfied or waived ; means the analysis of trade creditors in respect of the supply of goods and services to the Target Businessas at 29 February 2008 in the Agreed Form AF1B ; means all amounts owed by a Business Vendor as at the Effective Time to the extent they arose in connectionwith the Target Business ( whether or not due and payable ) and including without limitation amounts owed to trade creditorsfor the supply of goods or services but excluding Indebtedness ; means the documents listed in the list in the Agreed Form AF13 ; “ Debtors ’ “ means the book and other debts receivable by or owing to the Business Vendors to the extent that they arose inconnection with the Target Business ( and whether or not yet due or payable ) as at the Effective Time but excluding : ( i ) debts owing by any employee who is not an Employee ; ( ii ) debts due from any Taxation Authority ; and ( iii ) Cash ; means the sum of US$ 10 million ( exclusive of VAT ) payable in accordance with Clause 5.7 ; means the letter of even date with this Agreement from the Principal Vendor to the Purchaser ( togetherwith its attachments ) disclosing information constituting exceptions to the Warranties on the terms set out therein ; means the ( i ) protective antigen of a recombinant anthrax vaccine and ( ii ) the two antigens known as F1and V for a recombinant plague vaccine, as the case may be ; means the Defence Science and Technology Laboratory, an agency of the UK Ministry of Defence ; means : ( i ) contract in respect of Validation of UK Plague ( Recombinant ) Vaccine ( rYP ) Drug Substance numbered RD032 - 16784 ; and 92 ( ii ) contract in respect of Extension of a Phase 1b clinical trial to assess the immunological response to plague vaccinenumbered RD032 - 21034 ; means 23:59 hours on the Completion Date ; means the schemes or arrangements operated or maintained by the Business Vendors orin which the Business Vendors participate or contribute in respect of Employees ( other than state or statutory social security, unemployment, insurance, workers compensation or pension arrangements ) and providing for benefits payable duringemployment or on retirement, death or disability and voluntary withdrawal from or involuntary termination of employment, including life assurance, accidental death and dismemberment schemes, medical benefit arrangements ( including retireemedical benefits ) and termination indemnity payments, profit sharing, incentive arrangements, life, accident and healthinsurances, hospitalisation, savings, holiday, holiday bonus, vacation, severance pay, sick pay, sick leave, tuition refund, service awards, company car, scholarship, relocation or any other employee or executive benefits ; means the list in the Agreed Form AF2 ; means the US Employees and the UK Employees ; means, in respect of any Employee, a sum equivalent to the aggregate of ( i ) the amount payable or paidto or in respect of the employment of the relevant Employee ( including, but not limited to, salary, wages, tax and socialsecurity contributions, employer ’s pension contributions, bonus, insurance premia, payments or allowances or any otherconsideration for employment ) and ( ii ) the cost of providing any non - cash benefits, which the employer is required to provide, by law or contract or customarily provides in connection with such employment ; means any and all Liabilities arising out of or connected with employment or the employmentrelationship, or termination of employment, or of the employment relationship ; means any charge, mortgage, pledge, security, lien, option, equity, power of sale, hypothecation or othersimilar third party right ; means the natural and man - made environment and all or any of the following media namely air, water andland, including air within buildings and air within other natural or man - made structures above or below ground and anyliving organisms or ecological systems supported by any one or more of such media ; means all laws, regulations, directives, statutes, subordinate legislation, rules of common law andgenerally all international, EU, national and local laws and all judgements, orders, decisions applying as at the date of thisAgreement in respect of the prevention of contamination of the Environment ; means any permits or licences required by Environmental Law for the operation of the TargetBusiness as carried out at the date of this Agreement ; 93 means the Warranties set out in paragraph 6.4 of Schedule 4 ; means : ( i ) any Cash of the Business Vendors ; ( ii ) the benefit of or sums owed under any insurance policy relating to the Target Business or otherwise received by or onbehalf of the Vendors ’ Group ( save to the extent expressly included in the definition of Business Assets ) ; ( iii ) any rights in or to the Excluded Name ; ( iv ) any right to receive a repayment of Taxation relating to the Target Business and ( to the extent possible to excludefrom the sale and purchase under this Agreement ) any other Taxation benefit or advantage of the Business Vendors(including losses, reliefs, deductions or credits available in computing liability for Taxation ) attributable to the periodending prior to Completion ; ( v ) the benefit of any amount owed at the Effective Time to the Business Vendors by another member of the Vendors’Group other than ordinary course trading balances included in calculating the Completion Working Capital ; and ( vi ) any other asset of the Business Vendors which is not exclusively used in the conduct of the Target Business ; means any Liabilities of the Business Vendors or relating to the Target Business or the BusinessAssets to the extent they represent : ( i ) Indebtedness or any security, guarantee or indemnity in respect of Indebtedness ; ( ii ) Taxation ( other than Taxation relating to Employees ) ; ( iii ) any sum owed at Completion by the Business Vendors to another member of the Vendors ’ Group other than ordinarycourse trading balances included in calculating Completion Working Capital ; and ( iv ) any Liability to the extent expressly reserved to a Business Vendor under this Agreement or in respect of which and tothe extent that an indemnity or covenant to pay is given by the Principal Vendor under this Agreement ; means the name and any other names confusingly similar thereto ; means the goodwill of the Business Vendors in connection with the Target Business together with the exclusiveright ( so far as the relevant Business Vendors have the right to grant the same ) for the Purchaser or the relevant LocalPurchaser to represent itself as carrying on the Target Business in succession to the Business Vendors and includes thegoodwill associated with the trade marks included in the Business IP but excludes all other goodwill associated with theExcluded Name or any trade marks or names not included in the Business IP ; 94 means the Dstl Contracts, the NIH Contracts and the Challenge Grant ; means an agreement substantially in the Agreed Form AF11, subject to suchchanges as the Purchaser, the Principal Vendor and NIH may agree ; means the site of the UK Vendor at Haverton Hill, Billingham, Stockton on Tees, UK ; means Her Majesty ’s Revenue and Customs ; means all monies borrowed or raised from any persons outside the Vendors ’ Group ( whether under or notunder normal commercial lending terms or upon the issue of bills, bonds, notes or loan stock including related interest andpenalties ) ; means any industrial information and techniques likely to assist in the manufacture or processing ofgoods or materials ; means computer hardware, software, networks and/or other information technology whetherembedded or otherwise ; means US$ 10 million ( exclusive of VAT ) ; or means trade marks and service marks and all goodwill associated with such marks, tradenames, business names, logos, get - up, patents, inventions, registered and unregistered design rights, copyrights ( includingcopyrights in computer software ), semi - conductor topography rights, rights in goodwill, database rights and all other similarproprietary rights which may subsist in any part of the world ( whether or not registered ) including Industrial Know - how andKnow - how and including, where such rights are obtained or enhanced by registration, any registration of such rights andapplications for and renewals and extensions of such rights, rights to apply for such registrations and all similar or equivalentrights or forms of protection ; means the assignments to be entered into in the Agreed Form AF9 ; means LIBOR plus 2 %, accruing daily and compounding on the last Business Day of each calendar quarter ; means confidential industrial, technical or commercial information and techniques in any form ( including paper, electronically stored data, magnetic media, film and microfilm ) including ( without limiting the foregoing ) drawings, laboratory notebooks, formulae, test results, reports, research reports, project reports and testing procedures, shop practices, instruction and training manuals, tables of operating conditions, market forecasts, marketing methods and procedures, show - how and advertising copy ; means the lease dated 19 October 2005 originally entered into between ( 1 ) Johnson Matthey PLC and ( 2 ) AveciaLimited in respect of the Property ; 95 means a letter of credit drawn in favour of the Principal Vendor in respect of the payment of the DeferredConsideration in the Agreed Form AF10 means all liabilities, duties and obligations of every description, whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed and whetherowed or incurred severally or jointly or as principal or surety ; means in respect of pounds sterling or euros or US dollars, the London inter - bank offered rate for 3 month depositsof the relevant currency quoted by the Financial Times in London on the first Business Day of each calendar quarter ( or if nosuch rate is quoted on that day, on the first preceding day on which such a rate was quoted ) ; means 2 April 2008 ; means all losses ( including, where they are direct and foreseeable, losses of profit ), Liabilities, costs ( includingwithout limitation reasonable legal costs ), charges and expenses ; means polynucleotides and expression vectors and all Intellectual Property including but not limited toknow - how, information, data, standard operating procedures to operate production equipment, protocols and procedures whichare owned by the Business Vendors and are directed exclusively to Drug Substance and/or Vaccine and/or use thereof and / orare used exclusively in the manufacturing of Drug Substance ; a combination of information and/or know - how, and/or dataand / or procedures that is or with respect to the foregoing shall be included inManufacturing IP provided and to the extent that the combination is used in conjunction with a cell bank and / orpolynucleotide and/or expression vector that is directed exclusively to Vaccine and/or Drug Substance or use thereof and / orthat is used exclusively in the manufacturing of Drug Substance, even if one or more components of such combination is not and/or with respect to the foregoing and such one or more components is notManufacturing IP ; and books and records that include the foregoing, and books and records maintained with respect to themanufacturing of Drug Substance, including but not limited to batch manufacturing records, master batch records andspecifications for the Drug Substance, in each case except to the extent the UK Vendor is required to retain ownership of suchbooks and records for regulatory purposes ; means any sums that may become payable to the Principal Vendor under Clauses 5.10and 5.11 ; means the agreements in the Agreed Form AF7A and AF7B or, as the context may require, therelevant one of them ; means any acts, omissions, events, circumstances or changes occurring after the date of thisAgreement and resulting in any material adverse effect on the business, financial condition, assets and/or properties, of theTarget Business as a whole, provided, however, that such term shall not include any event, circumstance, change or effectarising from or attributable to : 96 ( i ) general economic conditions both domestic and international, or changes affecting the securities or financialmarkets generally except to the extent that the Target Business is affected disproportionately compared to othersimilar businesses in the industry ; ( ii ) acts ( or omissions ) carried out ( or omitted to be carried out ) with the prior written consent of the Purchaser ; ( iii ) the transactions contemplated by this Agreement or any actions required to be taken pursuant to or in accordancewith this Agreement ( including a public announcement of this Agreement ) ; or ( iv ) changes in applicable law or the interpretation thereof in either case occurring after and not announced before thedate of this Agreement, and provided that any events or circumstances the effect of which is to reduce the perceived likelihood of the MilestoneConsideration ( or any part of it ) becoming payable or the amount of such Milestone Consideration shall only be taken intoaccount if they are based on objective and verifiable changes in events or circumstances and not on speculation or subjectiveassessment ; means any breach by the Principal Vendor of its undertaking in Clause 6.2 which, wereCompletion to occur and on the assumption that the Purchaser was obliged to proceed to Completion, would be reasonablylikely to give rise to Losses in excess of US$ 1 million ; means any breach by the Principal Vendor of the Warranties or the Repeated Warrantieswhich, were Completion to occur and on the assumption that the Purchaser was obliged to proceed to Completion would bereasonably likely to give rise to Losses in excess of US$ 1 million : bears the meaning given in paragraph 7.2.1 of Schedule 4 ; means such amounts as may become payable to the Principal Vendor under Schedule 3 ; means the site of the US Vendor at Fortune Boulevard, Milford, MA, USA ; means the US National Institute of Allergy and Infectious Diseases ; means the National Institutes of Health, being an agency of the US government ; means : ( i ) contract in respect of development of an anthrax vaccine with NIH numbered NO - A1 - 25492 ; ( ii ) contract in respect of development of an anthrax vaccine with NIH numbered NO - A1 - 30052 ; and 97 ( iii ) contract in respect of development of a plague vaccine with NIH numbered NO - A1 - 40034 ; means pay as you earn, being the lawful method by which certain Taxes are collected in the United Kingdom ; means : ( i ) the [COMPANY] UK Pension Scheme ; and ( ii ) the defined contribution 401(k ) plan operated by the US Vendor ; means all certificates, consents, licences, permits, authorisations, orders and approvals issued or granted to aBusiness Vendor that are necessary for conduct of the Target Business ; means the Town and Country Planning Act 1990, the Planning ( Listed Buildings and Conservation Areas)Act 1990, the Planning ( Hazardous Substances ) Act 1990, the Planning ( Consequential Provisions ) Act 1990 and the PlanningCompensation Act 1991 and all other statutes regulating the development, design, use and control of the Property ; means the fixed and loose plant and machinery, tools, Information Technology, office equipment, furniture, fittings and other personal property owned by the Business Vendors which at Completion is used exclusively inconnection with the Target Business including ( i ) all such items located at the Haverton Hill Site ( including those assets at theHaverton Hill site identified in the document in the Agreed Form AF4C ), ( ii ) the Transferring Billingham Assets and ( iii ) theTransferring Milford Assets ; means the bank account of the UK Vendor with JP Morgan Chase, 125 London Wall, London EC3Y 5AJ, SWIFT CHASUS33, IBAN GB87CHAS60924223423211, account number 23423211 or such otheraccount as the Principal Vendor may have notified to the Purchaser at least 5 Business Days in advance of the relevantpayment requiring to be made ; means the leasehold property occupied by the UK Vendor in connection with the Target Business at the HavertonHill Site pursuant to the Lease ; means the document bearing that title in the Agreed Form AF5 and identifying the provisionalallocation of the Purchase Price as between the Business Vendors and as between the Business Assets sold by each BusinessVendor ; mean the aggregate consideration payable for the Target Business and the Business Assets under Clause 4 ; means the Purchaser and any holding company of the Purchaser and any direct or indirect subsidiary ofsuch holding company or the Purchaser from time to time ; 98 means McCarter & English of Tour Gateway Center, 100 Mulberry Street, Newark NJ 07102, UnitedStates and Hogan & Hartson of Juxon House, 100 St. Paul ’s Churchyard, London EC4 M 8BU ; bears the meaning given in Clause 9.1 ; means the Warranties set out at the following paragraphs of Schedule 4 : ( i ) 1 ( Authority and Capacity ) ; ( ii ) 6.5 ( Insolvency ) ; ( iii ) 7.1 ( Arrangements with Connected Persons ) ; ( iv ) 7.3 ( Material Contracts ) ; ( v ) 11.1 ( Title ) ; ( vi ) 12.2 ( Ownership of Property ) ; and ( vii ) 13.1.1 ( Ownership of IP ) ; means a Chartered Accountant or firm of Chartered Accountants to be agreed by the PrincipalVendor and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing suchagreement to be nominated on the application of either of them by or on behalf of the President for the time being of theInstitute of Chartered Accountants in England and Wales ; means an employee of the Vendor ’s Group having an annual basic salary in excess of US$ 150,000 ; means the date falling five Business Days after the Completion Working Capital Determination Date ; means in respect of the conversion of any currency into US dollars, the foreign currency exchange rate as reportedon the Financial Times market data website as the spot rate for such currency exchange in respect of the third last BusinessDay of the calendar month in which the Completion Date falls ; means the raw materials, stock - in - trade, work - in - progress, finished goods, suppliers, parts, spare parts and otherinventories owned or agreed to be bought by the Business Vendors exclusively in connection with the Target Business as atthe close of business on the Effective Time ; means the summary of the key terms for a future supply agreement in the Agreed Form AF7B ; means the operations and activities of the Business Vendors in developing, manufacturing by biologicalprocesses and selling Vaccine formulations ( or components or ingredients thereof ) up to and including the Effective Time ; 99 or means any form of taxation, levy, impost, duty, charge, contribution or withholding of any kindwhether of the United Kingdom or elsewhere including income tax, corporation tax, capital gains tax, inheritance tax, valueadded tax, sales tax, customs and other import or export duties, excise duties, stamp duty land tax, stamp duty reserve tax, national insurance, social security and similar contributions and all penalties, surcharges, fines and interest relating thereto ; means the H.M