definiens: means all expenses incident to the Company ’s performance under orcompliance with this Agreement to effect the registration of Registrable Securities under the Shelf Registration Statementpursuant to Section 2.01, an Underwritten Offering pursuant to Section 2.02 and the disposition of such securities, including, without limitation, all registration, filing, securities exchange listing and NASDAQ Global Market fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial IndustryRegulatory Authority, Inc., transfer taxes and fees of transfer agents and registrars, all word processing, duplicating andprinting expenses, the fees and disbursements of counsel and independent public accountants for the Company, including theexpenses of any special audits or6 required by or incident to such performance and compliance . Except as otherwise provided in Section 2.06hereof, the Company shall not be responsible for legal fees incurred by Holders in connection with the exercise of suchHolders ’ rights hereunder . In addition, the Company shall not be responsible for any which means allunderwriting fees, discounts and selling commissions allocable to the sale of the Registrable Securities under the ShelfRegistration Statement