definiens: means the audited consolidated balance sheet of the CAT Group and the audited balance sheet of CAT as at30 September 2003, the audited consolidated profit and loss account of the CAT Group for the year ended 30September 2003 and the consolidated cash flow statement of the CAT Group for the year ended 30 September 2003,together with the notes and directors report and auditors report incorporated therein ; means 30 September 2003 ; means the Companies Act 1985 ( as amended ) ; means the admission of the Subscription Shares to the Official List becoming effective within the meaningof paragraph 7.1 of the Listing Rules and the admission of such shares to trading by the London Stock Exchange ’s marketfor listed securities becoming effective in accordance with the Admission and Disclosure Standards of the London StockExchange ; means in relation to either party to this Agreement, a person which is either wholly or in part controlled by, orcontrols or is under common control with that party and for the purpose of this definition shall have themeaning ascribed to it in the Code being a holding, or aggregate holdings of shares carrying 30 per cent . or more of thevoting rights exercisable at a general meeting of a company, irrespective of whether the holding or holdings gives defacto control ; means Linklaters of One Silk Street, London EC2Y 8HQ ; means the warranties and representations made by [COMPANY] contained in Clause 5;3 means the board of Directors of CAT or a duly authorised committee thereof ; means any day other than a Saturday, Sunday, bank or other public holiday in England or Wales ; means CAT and its subsidiaries from time to time and references to shall beconstrued accordingly ; means the warranties and representations made by CAT contained in Clause 4.1 ; means the circular, substantially in the agreed form, to be sent to the shareholders of CAT detailing theresolutions to be passed to permit the Subscription to be completed ; means the City Code on Takeovers and Mergers ; means the collaboration agreement in the agreed form to be entered into between CAT andAstraZeneca on or about the date hereof ; means completion of the Subscription in accordance with the provisions of this Agreement ; means the conditions precedent set out in Clause 2.1 ; means the directors for the time being of CAT ; means the draft of the Listing Particulars dated 20 November 2004 ; means the Financial Services and Markets Act 2000 ( as amended ) ; means a holding company within the meaning of section 736 of the Act ; means the listing particulars to be published by CAT in accordance with the Listing Rules in relationto the Subscription Shares which shall be in the form of the Draft Listing Particulars, subject only to any changes ( i ) whichare non - substantive in nature, or ( ii ) required by the UK Listing Authority, or ( iii ) describing events or circumstances whichoccur or which CAT becomes aware of after the date of this Agreement provided that any changes to those parts of the DraftListing Particulars relating to [COMPANY] plc or any of its subsidiaries must be agreed to by [COMPANY] ( acting reasonablyand promptly ) in writing prior to the publication of the Listing Particulars . For the purposes of this Agreement, references to shall, where appropriate, be deemed to include any supplementary listing particulars required to bepublished under section 81 of the FSMA ; means the publication entitled produced by the UK Listing Authority ; means London Stock Exchange plc ; means the Official List of the UK Listing Authority ; means the ordinary shares of 10p each in the capital of CAT having the rights set out in its articles ofassociation ( or any shares into which such ordinary shares are sub - divided or consolidated);4 means the audited consolidated profit and loss account, statement of total recognised gains andlosses, balance sheet and cash flow statement of the CAT Group, and associated notes, for the year ended 30September 2004 ; means Regulation S under the Securities Act ; means the US Securities Exchange Commission ; means the US Securities Act of 1933, as amended ; means the lawful currency for the time being of the United Kingdom ; means the subscription by [COMPANY] at the Subscription Price for the Subscription Shares ; means the aggregate price in Sterling to be paid by [COMPANY] for the Subscription Shares being£74,999,995.22 ; means the 10,217,983 Ordinary Shares to be subscribed for by [COMPANY] and issued by CAThereunder ; means a subsidiary within the meaning of section 736 of the Act ; means the Financial Services Authority acting in its capacity as the competent authority for thepurposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List of the UKListing Authority otherwise than in accordance with Part VI of FSMA, including where the context permits, anycommittee, employee, officer or servant to whom any function of the UK Listing Authority may for the time being bedelegated ; means the United States of America, its territories and possessions, any state of the United States of America and theDistrict of Columbia ; means the lawful currency for the time being of the United States of America ; and means the Securities Act and any US state securities laws