definiens: Net Sales " means the gross amount invoiced by or on behalf of a party, less the followingdeductions to the extent actually paid, granted or accrued or otherwise directly incurred by a partywith respect to the sale of products:(a)rebates, chargebacks, returns, quantity and cash discounts and other usual andcustomary discounts or allowances to customers or government programs;(b)actual freight and insurance costs of transportation ; and(c)any Service Taxes, duties, customs and any other governmental charges, to the extentincluded in the invoice ; has the meaning given in Schedule 4 ; * * * means the novation of the Transferring Contracts from members of the Seller'sGroup to members of the Group ; means New Zealand dollars, the lawful currency of New Zealand ; shall mean the usual, regular and ordinary course of business ofthe Agila Business, consistent with the manner in which the Agila Business has been conductedduring the twelve months prior to the date of this Agreement ; means the Real Property which is owned by the Company and theSubsidiaries as listed in Schedule 11 ; means challenges to any paragraph IV certifications filed by theGroup pursuant to the US Drug Price Competition and Patent Term Restoration Act 1984 ( as maybe amended from time to time ) ; or means a party or the parties to this Agreement ; means each such amount ( which shall include all related penalties andestimated interest related thereto ) in the relevant currency as is notified to the Seller by eachExisting Lender in the applicable Release Letter as necessary to discharge each Bank Debt as atthe Completion Date ; means a letter from the Seller to the Purchaser specifying the US$ amountequivalent to the aggregate amount of all of the Payoff Amounts in accordance with the applicableRelease Letters, and in relation to each Borrower : ( i ) the Payoff Amount payable by suchBorrower ; ( ii ) the name(s ) of and details of the bank account(s ) of such Borrower into which therelevant Payoff Amount is to be paid at Completion ; ( iii ) the currency in which the relevant PayoffAmount is to be paid ; and ( iv ) the name(s ) of and details of the bank account(s ) of ExistingLenders into which each Payoff Amount shall be transferred by the relevant Borrower as soon asreasonably practicable following Completion ; means capital expenditure incurred in accordance with the Approved CapitalExpenditure Budget between the date of this Agreement and the Completion Date ( inclusive ) ; * * * Denotes confidential information that has been omitted from this exhibit and filed separately with the Securitiesand Exchange Commission