definiens: means all Business Information other than the Exclusive BusinessInformation;means all Business Unregistered Intellectual Property Rights otherthan the Exclusive Business Unregistered Intellectual Property Rights;means all Know - How other than the Exclusive Know - How;means the usual and normal course of the Business, consistent withmarket practice, as conducted by the Seller and the Other Sellersduring the period of twelve ( 12 ) months prior to the Effective Date;means the Asset Sellers, the IP Assignors, the Assignors and the MAHolders, to the exception of the Seller;has the meaning given to it in Clause 12.3;means the registrations or applications for registered IntellectualProperty Rights owned by the Seller and its Affiliates at the ClosingDate in the Other Territories as listed in Schedule 4 ; provided, forgreater certainty, the Other Registered Intellectual Property is notincluded in the definition of Business Registered Intellectual PropertyRights ( but such Other Territory Registered Intellectual Property willbe assigned to the Purchaser pursuant to the terms of the IPAssignment Agreement ) ; means the Quality Agreement, the IP Assignment Agreement and theDisclosure Letter;has the meaning given to it in Clause 9.5;has the meaning given to it in the preamble;means the statement included as Schedule 9 hereto, that shows theinventory of Existing Stock of Products as of December 2015,including the remaining shelf life of such Products, and the inventorycoverage for such Products ( on a jurisdiction by jurisdiction basis);has the meaning given to it in Clause 3.1;means the products listed in the SKU forms in Schedule 1 and whichform part of the Business Assets;means the words, devices and logos relating to the Products that havebeen registered as trademarks ( excluding any [COMPANY] Marks ) asBusiness Registered Intellectual Property Rights transferred to thePurchaser in accordance with Clause 12 of this Agreement ; by theSeller or its Affiliate, a list of which is included at Schedule 4;has the meaning given to it in the preamble;means, the bank account, the details of which shall be notified by thePurchaser to the Seller at least five ( 5 ) Business Days prior to theClosing Date;has the meaning given to it in the preamble;means the Purchaser and its Affiliates;has the meaning given to it in Clause 22.7(a);has the meaning given to it in Clause 9.2;means the warranties set out in Schedule 6;means the regulatory plan negotiated in good faith between the Sellerand the Purchaser as soon as reasonably feasible after the ClosingDate, and in accordance with the timing in Clause 17.5;has the meaning given to it in the Transitional Services Agreement asset out in Schedule 10;means any consent required pursuant to the terms of any BusinessContract in connection with the Transaction, including any BusinessContract that requires the consent of a counterparty ( or other ThirdParty ) in connection with the sale of the Business Assets, theassumption of the Assumed Liabilities and/or the transfer of theBusiness ; means the safety data exchange provisions as described in Schedule10 under the Pharmacovigilance Transition Plan Section;has the meaning given to it in the preamble;means, the following bank account : [ REDACTED : DETAILS OFBANK ACCOUNT ] or any other bank account, the details of whichshall be notified by the Seller to the Purchaser at least five ( 5)Business Days prior to the Closing Date;has the meaning given to it in Clause 22.7(b);means [COMPANY] S.A., the Seller and the Affiliates;means the warranties set out in Schedule 5;means a stock keeping unit and shall be construedaccordingly ; means any kind of tax ( including without limitation any tax onactual or deemed income, profits or gains, value added tax, sales tax, turnover tax, property tax, excise and custom duties, stamp duties, taxes similar to stamp duties, withholding tax, payroll tax, registrationand mortgage duties and environmental taxes ), any social securitycontributions or similar payments, charges and levies of any naturewhatsoever chargeable by any federal, regional, local or other taxand / or social security authority, together with all penalties, charges, increases and interests related to any of the foregoing;means any taxing, revenue or other authority or Governmental Entityof any jurisdiction competent to impose or collect any Tax liability;means all the countries listed in Part B of Schedule 1;means any person or entity other than a person or Party which is amember of either the Seller Group and the Purchaser Group;has the meaning given in Clause 8.2;means all transfer, documentary, stamp, sales, use, registration and other similar Taxes ( including, but notlimited to, all real estate transfer and conveyance, recording andnotarisation fees, if any ), notary fees and related amounts ( and, for theavoidance of doubt, shall not include Tax chargeable on any gainrealized by a transferor);mean the transactions contemplated by this Agreement and the OtherTransaction Documents;means ( i ) the name, the name and those companynames used by any member of the Seller Group that are listed inSchedule 8 and ( ii ) any associated logos, drawing, devices or get up, and any trademarks which include the same ( including those logosreproduced in Schedule 8) ; means company organised under the laws of Belgium, with itsregistered office at Allée de la Recherche 60, 1070 Brussels, Belgium, registered under number 0403.053.608 and which is the parentcompany of the [COMPANY] group;means value added tax and any similar sales or turnover tax ; andmeans the Seller ’s Warranties and the Purchaser Warranties