definiens: ) meansthe Vendor ’s proprietary technology as directed to enabling and/or improving the permeation of compounds throughthe gastro - intestinal tract and into the blood stream including the use of novel branched chain permeationenhancers ( PROMDAS III ) and straight chain fatty acid salt permeation enhancers ( PROMDAS I);Gipet II Licence means the licence of the Vendor ’s proprietary technology ( previously known as ) as directed to enabling and/or improving the permeation of compounds through the gastro - intestinal tract and intothe blood stream by the use of microemulsion permeation enhancer technology ; 4Gipet II Licence Agreement means the agreement between the Vendor and the Purchaser granting the Gipet IILicence to the Purchaser ( a copy of which is attached as the THIRTEENTH SCHEDULE);GRS Capital Equipment means the machinery and equipment listed in the FOURTH SCHEDULE;GRS Improvements means improvements to formulations and methods for making formulations that are retainedin the stomach described in US Patent 4,996,058 and/or its foreign counterparts which expression shall not includeUS Patent 4,996,058 or its foreign counterparts;IBAH Security Interest means the security interest granted to IBAH, Inc. pursuant to the patents securityagreement between IBAH, Inc. and LDS Technologies, Inc. dated 28 July 1995;Intellectual Property means the Patents and the Know - How;Ireland means Ireland excluding Northern Ireland;Joint Ventures means the Targeted Genetics Joint Venture and the Avlan Joint Venture;Joint Venture Interests means all rights, title and interest ( including ownership and licence rights ) of the Vendorand any member of the Vendor Group at Completion under or in respect or arising out of the Joint Ventures, whether arising due to common law, statute, contract or otherwise, to the extent such rights relate to intellectualproperty owned by the Joint Ventures or licensed to the Joint Ventures by the Vendor relating to the Technologiesat such time as the Vendor acquires or re - acquires ( as the case may be ) the unencumbered beneficial interest inthe rights and is entitled to transfer or license such rights to the Purchaser;Know - How means the know - how and related materials details of which are set out in of the THIRD SCHEDULE;Knowledge of the Vendor means the knowledge following reasonable investigation of the officers, directors orsenior managers of the Vendor with responsibility for, or the supervision of, the relevant matters;Last Completion Date means 16 February 2004 ( or such later date as may be agreed in writing by the parties);Licence Agreement means the licence agreement between the Vendor and the Purchaser granting the Vendorcertain rights in relation to the Assets ( a copy of which is attached in the SEVENTH SCHEDULE);Net Proceeds of Disposal in respect of any Asset means the proceeds arising from the disposal of that Assetless direct transactional costs and expenses such as are reasonable in the circumstances and after recoupmentby the Purchaser of resources such as are reasonable in the circumstances in relation to such a disposal and aninternal rate of return of 20 % per annum on those resources in each case committed by the Purchaser inconnection with such Assets from Completion up until the point of sale