definiens: means the United States Securities Act of 1933, as amended ; means the lock - up agreement substantially in the form attached at Part 2 of Schedule 9(with such amendments as may be agreed by representatives of Abingworth, Apax and GIMV ( acting by simplemajority ) at any time prior to the date of issue of the Part 8 claim form under clause 4.2(a ) that are necessary ordesirable in their reasonable opinion to mitigate the impact of the Securities Act and other applicable U.S. LegalRequirements on the Seller Restricted Shareholders ) and the exhibit thereto, provided that if such representatives ofAbingworth, Apax and GIMV are unable to agree on any such amendments, then any one of them shall be entitled torequire by notice in writing to the others and to the Purchaser that the Seller Lock - Up Agreement not be executed andall references to the Seller Lock - Up Agreement shall be deemed to be deleted for all purposes if such notice is given ; means the Persons referred to in the exhibit to the Seller Lock - Up Agreement ; means the Ordinary Shares, the A Ordinary Shares, the Preferred A Shares, the Preferred B Shares and thePreferred C Shares ; 7 or means, individually or collectively, with respect to any Entity, any Entity of whichsecurities or other ownership interests having ordinary voting power to elect a majority of the board of directors orother Persons performing similar functions are at any time directly or indirectly owned by such Entity or subsidiaryundertakings as defined in section 258 of the Act ; means an Acquisition Proposal made by a Third Party subsequent to the date of this Agreement toacquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other businesscombination, all or substantially all of the assets of, or more than 50 % of the total outstanding voting securities ofthe Company or the Purchaser, as applicable, which ( i ) the Company Board or Purchaser Board, as applicable, has ingood faith concluded ( following consultation with its outside legal counsel ), taking into account, among otherthings, the legal, financial, regulatory and other aspects of the offer and the Third Party making the offer, would, iftimely consummated in accordance with its terms, be more favourable to the stockholders of the Company orPurchaser, as applicable, in their capacities as such, from a financial point of view than the Transactionscontemplated by this Agreement and ( ii ) is not subject to financing contingencies ( or, if financing is required, thensuch financing is fully committed to the Third Party making the offer ) ; means any form of tax, levy, impost, duty, charge, contribution, deduction or withholding wheneverimposed, collected or assessed by, or payable to, a Tax Authority including any tax on gross or net income profit orgains, corporation tax, capital gains tax, inheritance tax, wealth taxes, value added tax, customs duties, excise duties, stamp duty, stamp duty land tax, payments under the pay as you earn regime, national insurance and other similarcontributions, any liability arising under section 419, section 601, section 703 or section 747 of ICTA and anypenalty, charge, cost and interest included in or relating to any of the above or to any obligation in respect of any ofthe above and any liability to make a payment by way of reimbursement, recharge, indemnity, damages ormanagement charge connected in any way with any taxation ( in all cases, regardless of whether such taxes, duties, levies, charges, imposts, withholdings, penalties, charges, costs and interest are directly or primarily chargeableagainst, recoverable from or attributable to the Company or any other Person and regardless of whether the Companyhas, or may have, any right of reimbursement against any other Person ) ; means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official in the United Kingdom or elsewhere with the responsibility means the sum of $ 6,000,000 ( six million United States Dollars ) ; means any Person or Group, who is not a party to this Agreement ; means the proposed indicative timetable in the agreed form for implementation of the Scheme set out inSchedule 3 ; means the transactions contemplated by this Agreement, including the Acquisition ; and means the Scheme Document ( including any exhibits, schedules and appendices thereto),this Agreement, the Irrevocable Voting Undertakings, the Purchaser Support Agreements and the Lock - UpAgreements