definiens: means any untoward medical occurrence in a patient or clinical - trial inwhom or which a medicinal product was administered, which does notnecessarily have to have a causal relationship with this treatment ( asset out in Article ( m ) of the EU Directive 2001/20 / EC ), such eventbeing susceptible of consisting in any unfavourable and unintendedsign ( e.g. an abnormal laboratory finding ), symptom, or diseasetemporally associated with the use of a medicinal product, whether ornot considered related to the medicinal product;means, with respect to any person, any other person that Controls, isControlled by or is under common Control with such person, and shall be interpreted accordingly ; means in relation to any document, in a form agreed by the Partiesand included as a Schedule to this Agreement;means the documents in the Agreed Form listed in Clause 4.1;means this agreement including all its Schedules;means active pharmaceutical ingredient;means all tangible information and know - how ( including withoutlimitation, technology, data, techniques, processes, methods, formulae, formulation information, packaging and chemicalspecifications, designs, drawings, technical or other expertise ) ownedand / or controlled by any member of the Seller Group or its successorrelating to the manufacture and production of the API used in themanufacture of the Products;means any domestic or foreign statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any GovernmentalEntity applicable at that time to a Party or its properties, business, assets, or any of the activities contemplated hereunder that may be ineffect from time to time;means a company in the Seller Group that shall sell some or all of theBusiness Assets under this Agreement;has the meaning given in Clause 25.6;means any member of the Seller Group identified in Schedule 3 asParty to a Business Contract which is to be assigned ( or any othermember of the Seller Group which is a Party to such BusinessContract ) and Assignors means several or all of such entities;has the meaning given in Clause 10.2;has the meaning given in Section IX(1 ) of Schedule 10;means the business of manufacturing, importing, distributing, marketing, selling and promoting the Products in the Territory in whicheach such Product is currently imported, distributed, marketed, and / orsold, or sold to Third Parties for distribution, marketing and/or sale, by, or on behalf of, any member of the Seller Group as at the date of thisAgreement ; provided that the Parties acknowledge that the SellerGroup has only commercialized the Products in the Territory, but theSeller has agreed to comply with the provisions of Clause 12.3;has the meaning given in Clause 2.3;means each of the contracts listed in Part A and Part B of Schedule 3;means a day ( excluding Saturdays and Sundays ) on which banksgenerally are open in Germany and Luxembourg for the transaction ofnormal banking business;means those individuals who are wholly employed by any member ofthe Seller Group in the Business in the Territory as at the ClosingDate ; means : ( i)any Information held by or under the control of the Seller, any member of the Seller Group or any of their respectiveAffiliates which relates to the Business Assets in theTerritory ; ( ii)copies of those documents contained in the Data Room ; ( iii)all clinical studies and regulatory files relating to theProducts and which relate to the Marketing Authorizationsup to the Closing Date ; ( iv)to the extent applicable, deeds, documents of title, certificates and records relating to the Business Assets inthe Territory ; ( v)a list of the Seller ’s and Seller Group ’s direct customers inthe Territory for the Products, updated as of the ClosingDate, including any sales to such customers in the lastfiscal years ; and ( vi)any marketing and promotional material held by the SellerGroup ( in whatever form so held ) at Closing which relatesto the Marketing Authorizations and/or Products in theTerritory;means the Business Registered Intellectual Property Rights and theExclusive Business Unregistered Intellectual Property Rights;means the deliverables to be provided at Closing as set out in Clauses7.2 to 7.5;means the registrations or applications for registered IntellectualProperty Rights owned by the Seller and its Affiliates at the ClosingDate and which relate to the Products in the Territory as listed inSchedule 4 ; means all outstanding payments due to the Seller or any othermember of the Seller Group as at Closing Date in relation to anyBusiness Contract or rights licensed or any other sales arrangementby it or on its behalf in the Ordinary Course of Business;means the unregistered Intellectual Property Rights owned by theSeller and its Affiliates at the Closing Date to the extent they relate tothe Products and the operation of the Business in the Territory;has the meaning given to it in Clause 22.5;means completion of the sale and purchase of the Business Assets inaccordance with the terms of this Agreement on the Closing Date;means the Effective Date;has the meaning given to it in Clause 3.4 ; means the power to direct the management and policies of a person(directly or indirectly ), whether through ownership of voting securities, by Contract or otherwise, and the term shall beinterpreted accordingly;has the meaning given to it in Clause 9.2;means liabilities, claims, judgements, losses, damages, costs, penalties and expenses, in each case of any nature whatsoever, including without limitation, reasonable fees and expenses of legalcounsel;means the electronic data room containing documents and informationrelating to the Business made available by IntraLinks, Inc