definiens: is defined as the total purchase price of the Change of Control deal above $ 500,000,000 to be received at the closing mi nus Licensee ’s actual debt repayment to its creditors a t the time of the closing of the Change of Control deal but not any other expenses ( including transaction f ees ) . The following example is hereby offered to illustrate the intent of this section . If Licensee closes a Change of Control deal for a total purchas e price of $ 600,000,000 at closing, and repays its creditors a n amount of $ 89,000,000, then the CHOC Fee due to Rutgers will be $ 7,850,000 plus $ 110,000 ( 1 % * [ 100, 000,000–(89,000,000 ) ] for a total fee of $ 7,960,00 0 . For clarity, the CHOC fee payable to Rutgers shall never drop below Seven Million and Eight Hundred Fifty Thousand U.S. Dollars ( US$ 7,850,000 ) under an y circumstance