definiens: means an assignment and assumption agreement between the Purchaser and [COMPANY] AcquiSition Inc. substantially in the fonn set out in Schedule 1.1 ( il hereto ; ( j ) means the liabilities, debts and obligation s of the Vendor and of the Subsidiary arising out of, and relating to : ( i ) the Contracts ; ( ii ) the Authorizations ; ( iii ) the Environmental Permits ; and ( iv ) all vacation pay, bonuses, commissions, incentive payments and other like payments with respect to the Employees, in each case which arise or accrue from and after the Closing Date, as well as ( v ) the Current Liabilities ; and ( vi ) the Government Loan ; ( k ) means, any order, permit, approval, consent, certificate, licence or similar authorization of any Governmental Authority having jurisdiction over the · 2 · CONFIDENTIAL TREATMENT REQUESTED Vendor or the Subsidiary which are held or used by the Vendor or the Subsidiary exclusively in connection with the Business, including the Product Approvals and the authorizations listed in Schedule 1.1 ( k ) but excluding the Environmental Pennits ; ( I ) means all pension, employee stock purchase or option, bonus, incentive, TetiTement, pTofit sharing, group life, health, dental or other employee benefit plan or arrangement ; ( m ) has the meaning ascribed thereto in the Assignment and Assumption Agreement ; ( n ) means all of the VendoT 's and the Subsidiary 's title documents, files, ledgers, correspond ence, customer and supplier lists, research and development records, clinical and regulatory files and applications, manufacturing records, manuals, books of account, business reports, accounting records, receipts, plans, financial working papers, minute books of the Subsidiary, share certificate books of the Subsidiary, share registers of the Subsidiary, and all other records, documents or data of any nature or kind whatsoever, in each case, Telating exclusively to the Business ; ( 0 ) means the entire vaccine business carried on by the Vendor and the Subsidiary as of the date of this Agreement, including the research and deVelopment, manufacturing, fill and finish, packaging, sales, marketing and distribution of vaccines ; ( p ) means any day except a Saturday or Sunday or any statutory holiday in the Province of British Columbia or the Province of Quebec ; ( q ) means all Patents and other Intellectual Property that is registered or for which a registration is pending in the name of the Vendor or the Subsidiary and that is used exclusively in connection with the Business, other than the Patents and other Intellectual Property comprised in the Excluded Assets ; ( r ) means Canadian generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants or any successor institute or board ; ( s ) means the Canada Customs and Revenue Agency and any Governmental Authority which is a predecessor or successor to the CCRA, as the context requires ; ( 1 ) means the constating document and by - laws of a body corporate, including Articles, Articles of Incorporation, Memorandum, Memorandum of Association and Articles of Association ; ( u ) means the completion of the sale and purchase of the Assets contemplated by this Agreement and the Share Purchase Agreement and the payment to the Vendor of the Purchase Price and the Share Purchase Price required to be paid on the Closing Date ; ( v ) means the date which is five Business days after the dale on which the conditions of Closing set out in subsecMns 7.3(a ), 7.3(b ) and 7.3(c ) aTe fully satisfied or such other date as may be agreed to by the Parties, provided that such date - 3 -CONFIDENTIAL TREATMENT REQUESTED shall be no later than September 30, 2004 without the express \\Tilten consent of both Parties ; ( w ) means the balance sheet of the Business as at the Effective Time on the Closing Date which shall be prepared using the accounting policies of the Business consistently applied in acc·ordance witb Canadian GAAP . For greater certainty, if the Closing Date occurs on or prior to June 30, 2004, the Working Capital Adjustment Balance Sheet shall be deemed to be the Closing Date Balance Sheet ; ( x ) means a promissory note substantially in the form set out in Schedule I. I(x )