definiens: means those contracts, agreements, instruments and other legally binding commitments or arrangements, written or oral, in respect of the Business as identified in Schedule 4.1.15 and including any amendments or restatements thereof ; means the Purchaser 's cost of raw materials, work in process and finished goods and all royalties payable to third parties and the Vendor in respect of each of HectoroFM, Diastat ®, Zanaflex ®, Permax ® and Alertec ®, but shall not include any increase in the royalties paid to the licensors of the Products which occur after the Closing and which royalties are for the sole benefit of such licensors ; has the meaning ascribed thereto in Section 7.6 ; means a drug identification number issued by TPD ; means any Claim asserted against an Indemnitor by an Indemnitee which does not result from a Third Party Claim ; has the meaning ascribed to that term in Section 4.1.24 and is specifically described in Schedule 4.1.24 ; means the License and Supply Agreement dated May 8, 1998 between the Vendor and Eli Lilly Canada Inc. ; has the meaning ascribed to that term in Section 3.1(d ) ; means the total amount of all contingent and fixed licence payments from and after the Closing Date payable to Eli Lilly Canada Inc. under the Eli Lilly Agreement, as specifically related to Permax ® as amended by the Consent and Amendment Agreement dated July 21, 2003 between Eli Lilly Canada Inc., the Purchaser and the Vendor ; means an individual who is actively employed by the Vendor in the Business ; means all compensation, bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, severance or termination pay, vacation pay, hospitalization or other medical, health and welfare benefits, life or other insurance, dental, disability, salary continuation, supplemental unemployment benefits, profit - sharing, mortgage assistance, employee loan, employee discount, employee assistance, pension, retirement or supplemental retirement benefit plan, arrangement or CH021 22304967.3 6