definiens: means ( x ) the sum of : ( i ) the Company ’s cash and cash equivalents, short - term investments and restricted cash, in each caseas of the Determination Date and determined in a manner 6 consistent with the manner in which such items were historically determined by the Company and in accordance withthe Company Balance Sheet, plus ( ii ) accrued interest receivable as of the Determination Date on the Company ’s cash and cashequivalents, short term investments and restricted cash, determined in a manner consistent with the manner in whichsuch item was historically determined by the Company, plus ( iii ) the Company ’s accounts receivable, refundable deposits and recoverable prepaid balances, in eachcase as of the Determination Date and determined in a manner consistent with the manner in which such items werehistorically determined by the Company and in accordance with the Company Balance Sheet, minus ( y ) the sum of ( without duplication ): ( i ) the Company ’s accounts payable and accrued expenses, in each case as of the Determination Dateand determined in a manner consistent with the manner in which such items were historically determined by theCompany and in accordance with the Company Balance Sheet, plus ( ii ) the amount of bona fide contractual commitments of the Company as of the Determination Date, including commitments set forth on the Company Disclosure Schedule or which have arisen prior to Closing, in eachcase to the extent not cancelled or satisfied as of the Determination Date or cancellable within 90 days after theDetermination Date without material cost or penalty, plus ( iii ) the remaining cash cost of restructuring accruals as of the Determination Date in a mannersubstantially consistent with the manner in which such items were determined for the Company ’s unauditedconsolidated balance sheet as of March 31, 2009 included in the Company ’s Quarterly Report on Form 10 - Q for thefiscal quarter ended March 31, 2009, as filed with the SEC prior to the date of the Agreement, plus ( iv ) the cash cost of any change of control payments or severance payments that are or become due toany employee of the Company in connection with the Closing or any employee ’s termination in connection with, orimmediately following, the Closing and the cash cost of any current and future COBRA premium payments, excluding any cash premium payments and related tax gross - up payments to the Executives and current non - executive officers described in Section 7.06 hereof, plus ( v ) the cash cost of any accrued and unpaid retention payments due to any employee of the Companyas of the Determination Date or any retention payments that will become due to any employee of the Company inconnection with the Closing, plus ( vi ) the cash cost of any and all billed and unpaid Taxes for which the Company is liable in respect ofany period ending on or before the Determination Date, plus 7 ( vii ) in the event a Fundamental Change ( as defined in the Old Notes Indenture ( as defined inSection 7.17 ) ) under the Old Convertible Notes shall have occurred or an event of default shall have occurred thathas triggered acceleration of repayment of the Old Convertible Notes under the Old Notes Indenture, except in eachcase to the extent any such Fundamental Change or event of default has resulted from the failure of BioSante tocomply with the terms of Section 7.17, the amount of principal and accrued interest then due and payable in respectof the Old Convertible Notes as a result of any such Fundamental Change or event of default, plus ( viii ) any remaining fees and expenses ( including, but not limited to, any attorney ’s, accountant’s, financial advisor ’s or finder ’s fees and any estimates thereof ) as of the Determination Date, for which the Company isliable incurred by the Company in connection with this Agreement and the transactions contemplated hereby orotherwise