definiens: means the directors of [COMPANY] from time to time, and shall be construedaccordingly ; means [COMPANY] and its subsidiary undertakings and associated undertakings from time to time, and shall be construed accordingly ; means a letter, in the form set out in Schedule 3, addressed to the Panel and signed on behalf ofAbbVie ; has the meaning given in Clause 1.1(A ) ; means the non - disclosure agreement dated 15 July 2014 between [COMPANY] andShire in connection with the Proposed Merger ; means Herbert Smith Freehills LLP of Exchange House, Primrose Street, London EC2A 2EG ; means directors, officers, employees and professional advisers ; means US$ 1,635,410,676 ; means a day ( not being a Saturday ) on which banks are open for general banking business in Jerseyand the City of London ; has the meaning given in Recital ( A ) ; means the agreement and plan of merger between [COMPANY], [COMPANY] Private Limitedand [COMPANY] Ventures LLC dated 18 July 2014 ; means the irrevocable undertakings dated 17 or 18 July 2014 given by each of the ShireDirectors who hold shares in [COMPANY] ; means the Panel on Takeovers and Mergers ; has the meaning given in Clause 1.1(C ) ; means the proposed combination of the [COMPANY] Group and the [COMPANY] Group, which was toproceed by way of a scheme of arrangement under Article 25 of the Companies ( Jersey ) Law 1991 and a mergerpursuant to the Delaware General Corporation Law and the Delaware Limited Liability Act, as more particularlydescribed in the joint press announcement issued by the Parties on 18 July 2014 ; means the bank account corresponding to the following details : Bank : Citibank N.A. London Bank Address : Citigroup Centre, Canary Wharf, London E14 5LB Account Name : [COMPANY] plc Account Number : 17067763 Swift Code : CITIGB2L IBAN : GB91CITI18500817067763 Correspondent Bank : Citibank N.A., New York Correspondent Swift : CITIUS33 — with separate cover message ( MT202COV ) ; means the directors of [COMPANY] from time to time, and shall be construed accordingly ; means [COMPANY] and its subsidiary undertakings and associated undertakings from time to time, and shall be construed accordingly ; means a letter, in the form set out in Schedule 2, addressed to the Panel and signed on behalf of [COMPANY] ; has the meaning given in Clause 1.1(B ) ; means the non - disclosure agreement dated 10 July 2014 between [COMPANY] andShire in connection with the Proposed Merger ; and means Slaughter and May of One Bunhill Row, London EC1Y 8YY