definiens: means, as of any particular time, ( x ) the Company ’s cash and cash equivalents minus(y ) the aggregate of the following obligations and liabilities of the Company, calculated without duplication ( the ): ( i ) All accounts payable, accrued compensation ( including accrued paid time off, vacationtime, bonuses and payments in respect of benefit plans ) 81 and other accrued expenses of the Company ( but in each case, excluding any item taken into accountpursuant to Sections 5.21(b)(ii)-(vii ) below ), including amounts payable to any or all persons who wereemployees of or contractors to the Company or any of its subsidiaries at any time up until immediately priorto the Effective Time ( including former employees ) as a result of ( 1 ) their termination, whether prior to orafter the date hereof until thirty ( 30 ) days following the Closing ( provided such amount will be calculatedfor purposes hereof assuming remaining employees as of any date that Net Cash is calculated are terminatedat the Closing and which calculation will include an estimate of the maximum compensation and benefitspayable to such person through the expected Closing Date, except for employees who have the right toreceive prior notice of termination, in which case such amount shall be calculated as of the first date suchtermination can be effective assuming notice is given at the Closing, but shall include any compensationand benefits payable to such employee during such period from Closing to the effective date of termination)and / or ( 2 ) the Merger constituting a change of control under their employment agreements or any otherdocuments as in effect during the period beginning on the date of the Original Merger Agreement andending immediately prior to the Effective Time ( including associated severance costs such as accruedbonuses, excise and other Taxes and payments associated with such amounts and required to be paid bystatute or contract ), and including health, dental, life, disability and outplacement benefits owed toemployees, including the Company Executives ( as defined in Section 5.17 ) that are paid, incurred orexpected to be incurred, payable or subject to reimbursement by the Company ; provided, however, that(x ) only such costs in excess of $ 100,000 will be deducted under this Section 5.21(b)(i ) in the calculation ofNet Cash ; and ( y ) in the case of estimated maximum COBRA costs and costs referred to in Sections5.17(b)(i)-(iv ), only the aggregate amount in excess of $ 100,000 ( in addition to the $ 100,000 amount setforth above ) will be deducted under this Section 5.21(b)(i ) in the calculation of Net Cash ; ( ii ) All indebtedness of the Company for borrowed money or in respect of capitalized leasesor the purchase of assets of the Company ( including all principal, accrued interest thereon ( and if suchindebtedness is not prepayable, all remaining interest to be paid or accrued through maturity thereof ) ), andany other amounts payable to the holders of such indebtedness as a result of or in connection with, theconsummation of the transactions contemplated by this Agreement ) ; ( iii ) All amounts remaining to be paid by the Company under the lease for its offices inLincolnshire, Illinois through the expiration thereof ( including any amounts payable on any surrender of thepremises ) less the amount of any deposit ; ( iv ) All out - of - pocket closing or transactional costs in connection with the transactionscontemplated by this Agreement and/or the Original Merger Agreement, including amounts payable to(1 ) financial advisors ( including investment banks ), attorneys or accountants ( including 50 % of the cost ofthe 82 Independent Accountant, if any ) that are paid, incurred or expected to be incurred, payable or subject toreimbursement by the Company, ( 2 ) all amounts payable in connection with the preparation, filing andmailing of the Registration Statement and Joint Proxy Statement / Prospectus and the solicitation of proxiesand the holding of the Meeting and/or the Company Special Meeting and 50 % of any filing fee required tobe paid pursuant to Section 5.24, ( 3 ) all amounts payable in respect of the Company Tail Policies forCompany Executives and ( 4 ) all amounts payable in connection with the drafting and execution of theagreement described in Section 5.2(c ) ; ( v ) All remaining costs associated with the Company ’s LibiGel ® program ( including thecompletion and/or conclusion of any clinical trials, safety studies or other research studies ) and the cost ofkeeping in effect any related product liability and/or similar insurance policies providing coverage forpersonal injury claims arising out of such trials for the remaining statute of limitations thereof, includingthose of the type described in Section 4.4 of the Company Disclosure Schedule hereto ; ( vi ) Any cash received by the Company in respect of that Company Contract identified inSection 5.21(b)(vi ) of the Company Disclosure Schedule with the party to such Company Contract ( the ) which represents ( 1 ) an advance of or prepayment against or payment in lieu of anyroyalties otherwise payable to the Company under an existing license agreement with the other party to suchcontract or ( 2 ) a payment made in consideration of any change or amendment to an existing licenseagreement with such other party to such contract which is adverse to the Company ( ), and ANI agrees that the amounts payable by the Amending Party pursuant to the agreement of the Companywith the Amending Party referred to in Section 5.21(b)(vi ) of the Company Disclosure Schedule, as currentlyin effect and provided to ANI does not contain any Ineligible Payments ; and ( vii ) One - half ( 1/2 ) of any settlement payments of the type identified in Section 5.21(b)(vii ) ofthe Company Disclosure Schedule ; it being understood and agreed that the aggregate amount of all costsassociated with the defense of any matter described in such section of the Company Disclosure Schedule notcovered by the Company ’s existing Policies will be included as a Liability under clause ( 1 ) ofSection 5.21(b)(iv ) above