definiens: means, without duplication, the sum of ( a ) all principal and accrued ( but unpaid ) interest owing by the Company Entitiesfor debt for borrowed money of the Company Entities owed to any third party, including pursuant to the Credit Facility, ( b ) the maximum gross amount ofany or similar deferred purchase price, in each case, in connection with the Company Entities ’ acquisition of a business or enterprise or anyother assets, property, goods or services ( other than, for the avoidance of doubt, trade payables incurred in the ordinary course of business to the extentincluded in Net Working Capital ), ( c ) all obligations of the Company Entities as lessee or lessees under leases that have been or should be, inaccordance with GAAP, recorded by the Company Entities as capital leases, ( d ) all change - in - control bonuses, transaction bonuses and similar bonuses(such amounts, ), in each case, solely to the extent arising from the consummation of the transactions contemplated by thisAgreement ( and not any other event, whether occurring before or after the Closing, unless such event is at the direction or request of any of the SellerParties ) and not entered into by or at the direction of Buyer or any of its Aﬃliates ( including the employer portion of any payroll, employment or similarTaxes related thereto ), but, in each case, excluding any Tax gross - up payable in connection with Company Options ( which amounts are addressed inclause ( l ) below ), ( e ) all indebtedness of the Company Entities evidenced by notes, bonds, debentures or other debt securities, ( f ) all obligations of theCompany Entities relating to interest rate, currency rate or commodity price protection, swap agreements, collar agreements and other hedgingagreements, ( g ) any obligations of the Company Entities in respect of letters of credit, performance bonds, bankers acceptances, surety bonds or similarinstruments ( in each case, solely 57 to the extent drawn ), ( h ) Speciﬁed Current Taxes, ( i ) all obligations of the Company Entities then owing to any Company Shareholder ( other thanpursuant to any employment arrangement ), ( j ) any obligation of the Company Entities for accrued but unpaid outstanding severance obligations, ( k ) anaggregate amount not to exceed $ 5,000,000 in respect of the AstraZeneca Deferred Revenue ( as deﬁned and calculated in accordance with on ExhibitG ), ( l ) any Tax gross - up triggered and payable in connection with Company Options ; provided, that, in no event shall the aggregate amount ofIndebtedness pursuant to this clause ( l ) exceed $ 7,500,000 ; and ( m ) any indebtedness or other obligations of any other Person of the type described inthe preceding clauses ( a ) through ( l ) guaranteed by, or secured by any of the assets of, any of the Company Entities ; provided that, willnot include any item that would otherwise constitute that is ( I ) a liability related to inter - company debt between the Company and anyother Company Entity or any Company Entity and another Company Entity, ( II ) an undrawn obligation in respect of letters of credit, performance bonds, bankers acceptances, surety bonds or similar instruments, ( III ) any fee or expense to the extent incurred by or at the direction of Buyer, ( IV ) an operatinglease obligation ( determined in accordance with GAAP ) or ( V ) included in Net Working Capital or Seller ’s Transaction Expenses . For the avoidance ofdoubt, shall include any accrued and unpaid interest with respect to any of the foregoing clauses ( a)-(g ) ( including any penalties, fees andpremiums ( including make - whole premiums ) and all prepayment premiums, breakage costs and other amounts that may become due as a result of thetransactions contemplated hereby )