definiens: Remaining Purchase Price " is defined as the total purchase price of the Changeof Control deal above received by Licensee and/or its shareholders in excess ofLicensee ’s actual debt repayment to its creditors at the time of the closing of theChange of Control deal or thereafter but not any other expenses ( includingtransaction fees ) . The following example is hereby offered to illustrate the intent ofthis section . If Licensee closes a Change of Control deal for a total purchase priceof $ 100,000,000 at closing, and repays its debt holders an amount of $ 85,000,000,then the CHOC Fee due to Rutgers will be $ 4,000,000 ( 4%*$100,000,000 ) plus$440,000 ( 4 % * 11,000,000 ( 100,000,000 – 4,000,000 – 2 85,000,000 ) ) for a total fee of $ 4,440,000 . In the event the provisions of Section 4.6are found to be inapplicable, invalid or unenforceable the Licensee shall remainliable for any amounts due and owing Licensor, and Licensee shall satisfy anysuch amounts prior to the transfer or sale of the Exclusive License Agreement # 2