definiens: means any fee, cost, expense, payment, expenditure or Liability of the Company ( including legalfees and expenses, accounting fees and expenses and financial advisory fees and expenses ), whether incurred prior to the dateof this Agreement, from the date of this Agreement through the Closing or at or after the Closing, that relates to : ( a ) theparticipation in or response to the investigation, review and inquiry conducted by Parent, Merger14 Sub, any other Person and their agents, representatives and advisors with respect to the business of the Company inconnection with the potential acquisition of an Acquired Company, the acquisition of all or substantially all of the assets ofan Acquired Company or the co - promotion or co - marketing of Sanctura ( and the furnishing of information to Parent, MergerSub, any other Person and their agents, representatives and advisors in connection with such investigation and review ) ; ( b ) thenegotiation, preparation, drafting, review, execution, delivery or performance of this Agreement ( including the CompanyDisclosure Schedule ) and the Ancillary Documents ( except with respect to the performance of the Indevus Agreement ) or anyother certificate, opinion, Contract or other instrument or document delivered or to be delivered in connection with any of theTransactions ; ( c ) subject to the provisions of Section 12.01, the preparation and submission of any filing or notice required tobe made or given in connection with any of the Transactions, or the obtaining of any consent, waiver or approval required tobe obtained in connection with any of the Transactions ; ( d ) the consummation of the Transactions ; but excluding the Changein Control Payments . Without limiting the generality of the foregoing, shall ( x ) include ( A ) theTransaction Awards and ( B ) any fees that are payable or may become payable by the Company in connection with theTransactions for services that were performed at or prior to the Closing, even if the invoice for such fees is not issued untilafter the Closing, and ( y ) not include any fee, cost, expense, payment, expenditure or Liability incurred by Parent or any of itsAffiliates ( but with respect to the Surviving Corporation, only to the extent incurred after the Closing )