definiens: means, in co nnection with a Napo Change of Control Transaction : ( a ) The total value of all cash, securities, or other p roperty paid at the closing of the Napo Change of Control Transaction to Napo, any Affiliat e of Napo, or their shareholders ( including by way of extraordinary dividend in advance of or in connecti on with the closing of the Napo Change of Control Transaction ) or Contingent Payments to be paid in t he future to them with respect to the Napo Change o f Control Transaction as provided below ( other than payments of interest or dividends ) in respect of ( i ) the ass ets of Napo, ( ii ) the capital stock of Napo ( and any securities convertible into options, warrants, or other rights to acquire such capital stock ), or ( iii ) the assumption, direc tly or indirectly ( by operation of law or otherwise ), of any indebtedness of Napo for borrowed money, less all c ash and cash equivalents held by Napo at the closin g of the Napo Change of Control Transaction ; in each case, t o the extent fairly allocable ( such allocation to b e determined by agreement of the Parties or by an ind ependent appraiser mutually agreeable to the Partie s or, if the Parties are unable to agree on an independent appra iser, then pursuant to the dispute resolution provi sions set out in ARTICLE VIII ) to the Transferred Assets or righ ts of Napo or its Affiliates to develop, have devel oped, make, have made, use, offer for sale, sell, have so ld, distribute, import or export the Licensed Compo und or Licensed Products