definiens: means, with respect to the first Auspex Change of Control to occurduring the term of this Agreement, the sum of ( a ) the aggregate amount of all cash and the fair market value of all securitiesand / or other property paid or payable on or after the closing of the Auspex Change of Control as consideration for or withrespect to an Auspex Change of Control, including without limitation all amounts paid or payable, distributed or distributableor issued or issuable to stockholders of Auspex on or after the closing of the Auspex Change of Control and/or holders ofconvertible securities, options, warrants, stock appreciation rights or similar rights or securities in Auspex, whether vested orunvested ( collectively, the ), including any consideration subject to an earn - out provision, escrowagreement or similar arrangement which is actually paid to Auspex or to the Securityholders following the achievement of theconditions relating to such earn - out provision, the expiration of the escrow agreement or satisfaction of a similar arrangement, and the aggregate amount of any indebtedness for money borrowed that is outstanding as of the closing of such AuspexChange of Control and/or assumed, retired or defeased by the surviving entity resulting from such Auspex Change of Control, in each case as consideration for or with respect to such Change of Control, and ( b ) any consideration that would haveotherwise been paid to stockholders of Auspex at the closing of such Auspex Change of Control but for the paymentobligations described in Section 3.4 of this Agreement . If Auspex is the surviving entity in the Auspex Change of Control andthe issuer of equity securities held by the stockholders of Auspex immediately prior to the date of the Auspex Change ofControl remains unchanged as a result of the Auspex Change of Control, then the Auspex Change of Control Considerationshall include ( in addition to the amounts specified above ) Auspex ’s reasonable estimate of the fair market value of theCommon Stock of Auspex, Preferred Stock of Auspex, and options, warrants or other rights to purchase Preferred Stock orCommon Stock of Auspex owned by the stockholders of Auspex immediately following the consummation of the AuspexChange of Control