definiens: shall mean anyone of them any natural or artificial substance or thing ( whether in the form of a solid, liquid, gas, vapour or any other form ), which is : ( a ) capable ( alone or in combination ) of causing harm to man or any other living organism, or capable of damaging the Environment or public health or welfare, including but not limited to controlled, special hazardous, polluting, toxic or dangerous substances and/or waste and/or radiation, electricity or heat ; and/or ( b ) regulated by or under Environmental Law a deed of assignment of the Lease together with an agreement for the sale and purchase of the Lease, a licence to assign the Lease and a notice of assignment of the Lease, in each case in the agreed form the sum of £ 5,000,000 ( a ) a Principal Warranty Claim that has been determined in accordance with paragraph 1.1 of Part 1 of Schedule 5 ; ( b ) a Sellers ' Capacity Claim that has been determined in accordance with paragraph 1.2 of Part 2 of Schedule 5 ; ( c ) an Ancillary Claim that has been determined in accordance with paragraph 1.3 of Part 3 of Schedule 8 ; and ( d ) a Title Claim that has been determined in accordance with paragraph 1.3 of Part 3 of -5 - Directors Disclosure Documents Disclosure Letter Employees Encumbrance Environment Environmental Law Environmental Licence Estimated Completion Statement 1527 / A6194.427 / CP3:343114 .11Ifaaj Schedule 8 ; the persons specified as directors of the Company in Part 1 of Schedule 1 ( the expression meaning any of them ) the documents attached to the Disclosure Letter as listed in the schedule annexed to the Disclosure Letter a letter in the agreed form from the Warrantor to the Buyer, to be dated the same date as this Agreement those persons ( including Directors ) who are employed by the Company as at the date of this Agreement, whose names appear in the list of employees included in the Disclosure Documents any interest or equity of any person ( including any right to acquire, option or right of pre - emption ) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any licence, option, security agreement or arrangement, or any agreement to create any of the foregoing air ( including air within buildings or other natural or man­made structures whether above or below ground ), water ( including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man - made structures ), land ( including soil and river beds under any water, surface land and sub­surface land ), buildings, structures, enclosures or other constructions, flora, fauna, man and any other living organism any and all laws, statutes, secondary and subordinate legislation, by - laws, regulations, directives, rules, codes of practice, circulars, guidance and the like, company environmental plans, codes of conduct, common law, notices, jUdgments, orders, decisions and interpretations of any laws by any Regulatory Authority, international and EU treaties and regulations, concerning the protection of the Environment or human health and welfare or conditions in, or in the vicinity of, the workplace or the generation, transportation, storage, treatment, disposal or presence of any Dangerous Substance any permit, authorisation, licence ( including statutory licence ), consent, permission, exemption, registration or other approval required under or in relation to any Environmental Law a statement prepared by the Sellers in the same style and layout and using the same policies and practices as the statement contained in Part 2 of Schedule 7 and delivered to the Buyer on the Business Day prior to Completion -6 - Estimated Liability Estimated Net Cash External Cost Final Issue Date Final Net Cash Financial Year First Issue Date FSMA Independent Accountants Initial Claim Period Initial Consideration Initial Consideration Shares Intellectual Property Internal Cost Issue Price 1527 / A6194.427 / CP3:343114.11Ifaaj in respect of any Claim which has not become a Determined Claim by the end of the Initial Claim Period, such estimated amount as is agreed or determined in accordance with either clause 4.2 or 4.3 the amount of the Net Cash as at Completion as estimated in the Estimated Completion Statement any category of expenditure by the Company other than an Internal Cost as regards each Claim, for which Estimated Liability has been agreed or determined in accordance with either clause 4.2 or 4.3, the third Business Day following the date on which such Claim becomes a Determined Claim ( if such date is later than the Second Issue Date ) the amount of the Net Cash at Completion as determined in accordance with Schedule 7 a financial year as determined in accordance with section 223 of the Companies Act 1985 the third Business Day following the first anniversary of the date of Completion the Financial Services and Markets Act 2000 such firm of chartered accountants as the Sellers and the Buyer may agree in writing or failing such agreement as shall be appointed on the application of the Buyer or the Sellers by the President of the Institute of Chartered Accountants in England and Wales for the time being the period of 12 months following the date of Completion the sum of £ 11,333,334.32 to be satisfied by the issue of the Initial Consideration Shares and the payment of £ 1 in accordance with clause 3 17,847,769 Ordinary Shares, being such number of Ordinary Shares as shall at the Issue Price have an aggregate value of £ 11, 333,333.32 patents, trade marks, service marks, registered designs, trade names, business names, domain names, rights in designs, copyright, computer software and database rights, rights in know - how and other intellectual property rights whether registered or unregistered and including applications for the grant of any of the foregoing any category of expenditure which falls to be treated as an internal cost of the Company for the purposes of preparing the Management Accounts 63.5p per Ordinary Share, being the average of the closing middle market prices of an Ordinary Share as shown in the London Stock Exchange Daily Official List ( or in any -7 - ITEPA Lease Liabilities Listing Rules Long Stop Date Management Accounts Material Adverse Change 1527 / A6194.427 / CP3:343114 .11Ifaaj successor publication ) on the five dealing days up to and including the dealing day prior to the date of this Agreement the Income Tax ( Earnings and Pensions ) Act 2003 the underlease of the Property dated 4 September 2003 between the Company and Trinity College ( CSP ) Limited together with all supplemental documents to that lease listed in the Disclosure Letter ( other than the Deed of Assignment ) all amounts owing by the Company at Completion the prospectus rules, listing rules and disclosure rules made by the United Kingdom Listing Authority as the competent authority pursuant to Part VI of FSMA in effect as at Completion, First Issue Date, Second Issue Date or Final Issue Date ( as the case may be ) and including any guidance or guidance manual issued by the United Kingdom Listing Authority from time to time relating to or connected with those rules midnight on 4 August 2005 the management accounts of the Company for the period of 5 months from the Accounts Date means any event or occurrence arising or occurring between the date of this Agreement and Completion which was not taken into account in preparation of the Budget or is not permitted pursuant to paragraph 2.1(a ) of Schedule 6 and which is materially adverse to the : ( a ) assets that are to remain in the Company following Completion ( excluding for this purpose those assets that are to be transferred by the Company pursuant to the terms of the Deed of Assignment ) ; or ( b ) financial condition of the Company ( when compared to the Budget ) ; in each case ( excluding any material adverse event, circumstance, effect, occurrence or state of affairs in financial, banking, capital markets or general economic conditions or that has a similar impact on any business that is similar to the Business ) it being acknowledged by the parties that any matters arising from the proposed programme of redundancy ( including the Redundancy Costs ) and/or arising in respect of any of the Employees ( including without limitation, the resignation or acceptance of redundancy by any of the Employees ) or the proposed assignment of the Property ( including the Property Costs and proposed re - Iocation of equipment and moveable assets and equipment located at the Property prior to Completion ) or any matters undertaken with the prior -8 - Minority Shareholders Minority Shareholder Claim Net Cash Non - Disclosable Information Ordinary Shares Other Members Pensionable Employee Principal Warranties Principal Warranty Claim Property 1527 / A6194.427 / CP3:343114 .11 / faaj written consent of the Buyer pursuant to paragraph 2 of Schedule 6 shall not constitute a Material Adverse Change for the purpose of this Agreement those Other Members who have not signed in person the stock transfer forms in respect of the transfer of their Shares to the Buyer pursuant to this Agreement and any person claiming to be entitled to any interest in such Shares any claim brought by a Minority Shareholder against either the Buyer or the Company in respect of : ( a ) the implementation by the Company of the provisions of Articles 2.4 and 6 of the Articles of Association in respect of the transfer of Shares pursuant to this Agreement ; or ( b ) the transfer of such Minority Shareholder 's Shares by an attorney acting under power of attorney the amount of the cash, cash equivalents and certain debtors of the Company ( including Residual Cash and RB Debts ) less the Liabilities, in each case as determined in accordance with Schedule 7 all information ( including but not limited to Confidential Information ) which relates to : ( a ) the Company ; ( b ) any of the Sellers and/or their respective Affiliates ; ( c ) any aspect of the Business ; ( d ) the provisions of this Agreement ; ( e ) the negotiations relating to this Agreement ; ( f ) the subject matter of this Agreement ; or ( g ) the Buyer and any of its Affiliates from time to time ordinary shares of 5 pence each in the capital of the Buyer the persons whose names and addresses are set out in Part 2(b ) of Schedule 1 a director or employee of the Company the warranties given by the Warrantor in clause 8 and Part 2 of Schedule 3 and each such warranty statement shall be a a claim for breach of the Principal Warranties the leasehold property at Unit 418, Phase VI Cambridge Science Park, Milton Road, Cambridge CB4 OPA -9 - Property Claim Property Costs RB Contract RB Debts Redundancy Claim Redundancy Costs Redundant Employees Regulatory Authority Relevant Land Relevant Proportions Residual Cash 1527 / A6194.427 / CP3:343114.11 / faaj a claim in respect of Property Costs under the indemnity set out in paragraph 1 of part 2 of Schedule 8 all costs and liabilities in connection with the Property, including without limitation business rates, property insurance, property maintenance, equipment maintenance, utilities, maintenance costs related to the fixed assets and equipment to be divested to the landlord upon termination of the Lease, and all costs in connection with the termination of the Lease the contract relating to intranasal buprenorphine dated 22 February 2005 between the Company and Reckitt Benckiser Healthcare ( UK ) Limited any amount owed at Completion by Reckitt Benckiser Healthcare ( UK ) Limited to the Company under the RB Contract in reimbursement of money paid by the Company to Archimedes Development Limited for services rendered prior to Completion a claim in respect of Redundancy Costs under the indemnity set out in paragraph 1 of part 2 of Schedule 8 any liabilities, payment, award, compensation, fine, loss, order, penalty, payment by way of settlement and/or costs and expenses incurred by the Company in connection with a claim ( including reasonable legal costs and expenses ) arising out of or in relation to the termination of employment of any Redundant Employee, including ( i ) any liabilities arising as a result of any failure to comply with the requirements of section 188 of the Trade Union and Labour Relations ( Consolidation ) Act 1992 and ( ii ) any sum payable following the date of Completion to or in connection with any Redundant Employee in respect of his or her employment the person named in Disclosure Document 3.12.12.02 ( as referred to in paragraph 3A8 of the Disclosure Letter ) and those Employees whose positions are made redundant by the Company with the agreement of the Buyer any court, authority, agency, department ( including but not limited to any government department or agency ) or other person or legal entity having authority and/or jurisdiction in respect of Environmental Laws any land now or at any time owned, used, occupied, leased or controlled by the Company for Apax ~=+-for Wellcome Trust cash and cash equivalents of the Company at the date of Completion, but if the Milestone Payment payable on the first dose administered in the first Phase II Clinical Trial for IX-1003 ( as such terms are defined in the RB Contract ) -10 - Retained Consideration Retained Consideration Shares Retirement Benefit Second Issue Date Sellers ' Capacity Claim Sellers ' Warranties Shares Short Form Agreement Taxation Taxes Act 1988 Taxing Authority The Wellcome Trust Limited Title Claim 1527 / A6194.427 / CP3:343114.11Ifaaj pursuant to clause 7.1 of the RB Contract has been paid then such Milestone Payment shall be deducted from Residual Cash, as set out in the Completion Statement the sum of £ 1,166,667.08 to be satisfied by the issue and allotment of the Retained Consideration Shares in accordance with and subject to clauses 3 and 4 and Schedules 5 and 8 1,837,271 Ordinary Shares, being such number of Ordinary Shares as shall at the Issue Price have an aggregate value equal to the Retained Consideration any benefits payable by reference to reaching or expecting to reach retirement or a particular age or payable by reason of serious ill - health, incapacity or death and any other retirement benefit with the meaning of section 255 of the Pensions Act 2004 the third Business Day following the date falling 13 months following the date of Completion a Claim for breach of the Sellers ' Warranties the warranties given severally by the Sellers in clause 7 and Part 1 of Schedule 3 and each such warranty statement shall be a the entire issued share capital of the Company as at Completion, including any shares issued to Apax on conversion of the Apax Loan, as set out in Schedule 1, each such share being a and having the those rights attributed to them in the Articles of Association the agreement in the agreed form to be executed by the parties at Completion and filed with form 88(2 ) at Companies House all forms of taxation, duties, rates, levies, contributions, withholdings, deductions, liabilities to account, charges and imposts in the nature of Taxation whether imposed in the United Kingdom or elsewhere in the world, and any interest, penalty, surcharge or fine relating thereto the Income and Corporation Taxes Act 1988 H M Revenue & Customs and any other governmental, state, federal, provincial, local governmental or municipal authority, body or official competent to impost, administer or collect any Taxation and whether of the United Kingdom or elsewhere in the world The Wellcome Trust Limited ( Company Number 2711000 ) whose Registered Office is at 215 Euston Road, London, NW12BE means a claim by the Buyer under paragraph 1 of part 1 of Schedule 8 -11 - VAT Warrantor Warranties Warranty Claim Limit Warranty Claim Ratio Wellcome Trust 2 Sale and purchase of the Shares Value Added Tax AndFw Peter Sand ham ofl(b)(6 ) l(b)(6~ I L- . _ _ _ _ _ _ --l the Principal Warranties and the Sellers ' Warranties and each of the Principal Warranties and the Sellers ' Warranties shall be a 411illill a ratio of ( ~6\~B ( Retained Consideration Shares : Deferred Consideration ) the Wellcome Trust a Registered Charity, Number 210183, also of 215 Euston Road, London, NW1 2BE acting by its trustee The Wellcome Trust Limited 2.1 Subject to the Conditions being satisfied or, where applicable, waived, each of the Sellers shall sell free from all Encumbrances and with effect from Completion, and the Buyer shall purchase all of the Shares held by them together with all rights attaching to them at Completion . Without limitation to the foregoing, the Sellers shall jointly procure the delivery at Completion to the Buyer of duly executed stock transfer forms in respect of all of the Shares held by the Other Members together with, where relevant, copies of the authority under which such stock transfer forms were executed