definiens: means ( i ) one hundred million dollars ( $ 100,000,000 ), plus an amount equal tothe Applicable Rate ( compounded annually ), starting on the Closing Date and ending on the date on which suchNon - Technical Termination Payment is delivered to [COMPANY] in accordance with Section 3.2(c)(iii ) ( Effect of ProgramTermination ) plus ( ii ) seventeen million, five hundred thousand dollars ( $ 17,500,000 ), plus an amount equal to theApplicable Rate ( compounded annually ), starting on the first Subsequent Closing Date and ending on the date on whichsuch Non- Technical Termination Payment is delivered to [COMPANY] in accordance with Section 3.2(c)(iii ) ( Effect ofProgram Termination ), minus ( iii ) any amounts paid to [COMPANY] pursuant to Section 4.1(a)(Quarterly Interest Payments)on or prior to the date on which such Non - Technical Termination Payment is delivered to [COMPANY] . ” d