definiens: shall mean, as of any particular date ( actual or future ), without repetition ( a ) the sum of ( i)DPI ’s cash and cash equivalents, short - term investments, accounts receivable, net and restricted cash, in each case as of suchdate and determined in a manner substantially consistent with the manner in which such items were determined for DPI ’s then A-8 most recent consolidated balance sheets filed with the SEC ( ) and ( ii ) the off balancesheet receivable due to DPI under the DPI Contract with the National Institute of Health that is subject to audit pursuant toapplicable Legal Requirements minus ( b ) the sum of DPI ’s accounts payable and accrued expenses, in each case as of suchdate and determined in a manner substantially consistent with the manner in which such items were determined for DPI ’s MostRecent SEC Balance Sheet minus ( c ) the amount of contractual obligations as of such date determined in a mannersubstantially consistent with the manner in which the table included in the Management’sDiscussion and Analysis of Financial Condition section of DPI ’s most recent Form 10 - K for the year ended December 31,2005 filed with the SEC was determined minus ( d ) the remaining cash cost of restructuring accruals as of such date determinedin a manner substantially consistent with the manner in which such item was determined for DPI ’s Most Recent SEC BalanceSheet minus ( e ) the cash cost of any change of control payments, severance payments or payments under Section 280 G of theCode that become due to any employee of DPI solely as a result of the Merger and the Contemplated Transactions minus ( f)the cash cost of any accrued and unpaid retention payments due to any DPI employee as of such date minus ( g ) the cash costof any and all billed and unpaid Taxes ( including estimates from any estimated tax costs arising out of any specific tax reviewthat may be underway at the Effective Time ) for which DPI is liable in respect of any period ending on or before such dateminus ( h ) the remaining cash cost, if any, as of such date of any liabilities or expenses to DPI associated with the mattersreferred to in Schedule 3.13 of the DPI Disclosure Schedule minus ( i ) any remaining fees and expenses as of such date forwhich DPI is liable pursuant to this Agreement incurred by DPI in connection with this Agreement and the ContemplatedTransactions minus ( j ) in the event DPI has not sold, divested, disposed of, liquidated or wound down all or substantially allof its Basel business unit as of such date, the liquidation costs with respect to such business determined as of such date ( itbeing agreed that the current estimate of such costs is $ 2,000,000 ), minus ( k ) in the event DPI has not sold, divested, disposedof, liquidated or wound down all or substantially all of its Heidelberg business unit as of such date, the liquidation costs withrespect to such business determined as of such date ( it being agreed that the current estimate of such costs is $ 1,400,000),minus ( l ) in the event DPI has not sold, divested, disposed of, liquidated or wound down all or substantially all of its SanDiego chemistry business unit as of such date, the liquidation costs with respect to such business determined as of such date ( itbeing agreed that the current estimate of such costs is $ 950,000 ), minus ( m ) in the event DPI has not sold, divested, disposedof, liquidated or wound down all or substantially all of its San Diego corporate business unit as of such date, the liquidationcosts with respect to such business determined as of such date ( it being agreed that the current estimate of such costs is$570,000 ), minus ( n ) in the event DPI has not sold, divested, disposed of, liquidated or wound down all or substantially all ofits South San Francisco compound management business unit as of such date, the liquidation costs with respect to suchbusiness determined as of such date ( it being agreed that the current estimate of such costs is $ 450,000 ), it being furtheragreed and understood that in the case of subclauses ( j ) – ( n ) no costs or expenses shall be deducted to the extent alreadydeducted pursuant to another clause of this definition, plus ( o ) any amounts paid by DPI on or prior to such date insatisfaction of its obligations under Section 5.7(c ), ( d ) or ( e ) ( and the Parties acknowledge and agree that any amounts payableby DPI as of such date pursuant to such obligations shall not result in a reduction to Net Cash in connection with anydetermination of Net Cash pursuant to the above )