“Patent Rights” means, in any jurisdiction, any and all issued patents and pending patent applications, including all issued letter and design patents, reissued or re-examined patents, revivals of patents, utility models, certificates of invention, registrations of patents and extensions thereof, all published and unpublished non-provisional and provisional patent applications, reissue applications, re-examinations, invention disclosures and records of invention, international (PCT) applications, substitutions, continuation applications, continuation-in-part applications, requests for continued examination, divisional applications and patent term extension applications (including supplementary protection certificates);
“Paying Agent”means Shieldpay Trustee Services Limited;
“Paying Agent Bank Account” means the bank or building society account set up by the Paying Agent in connection with Completion, as set out in the applicable Allocation Schedule delivered in connection with the Completion or any other bank or building society accounts otherwise identified by the Sellers’ Representative in writing to the Buyer;
“Permit” means a permit, authorisation, licence, consent, approval, certificate, qualification, specification, registration, declaration, listing, waiver, order, application, clearance, Review Board opinion or other similar authorisation and/or a filing of a notification, report or assessment necessary in any jurisdiction for the proper and efficient operation of any Target Group Company’s business, its ownership, possession, occupation or use of an asset;
“Person” has the meaning given in Clause 1.2.5;
“Positive Adjustment” means the amount (if any) by which the Upfront Payment exceeds the Estimated Consideration;
“Proportionate Share” means a Seller’s proportionate allocation of Consideration as set out against such Seller’s name in column (4) (Proportionate Share (%)) of Part B of Schedule 1;
“R&D Claim” means any Relief (other than a R&D Tax Credit) claimed in respect of expenditure on research and development under Part 13 Corporation Tax Act 2009;
“R&D Tax Credits” means any amount paid or payable by any Tax Authority (whether by way of actual payment or set-off) in respect of research and development tax credits under Part 13 Corporation Tax Act 2009 or R&D expenditure credits under Chapter 6A of Part 3 Corporation Tax Act 2009;
“Relief” means any loss, right to a repayment of Tax, relief, allowance or credit in respect of any Tax and any deduction in computing Income, Profits or Gains for the purposes of any Tax;
“Representative” means, with respect to any Person, any director, officer, employee, agent, manager, independent contractor, advisor, or other duly appointed representative of such Person, including legal counsel, accountants, and financial advisors;
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