definiens: means the aggregate of the following : ( a ) any liability or obligation of the Company ( 1 ) for borrowed money ( includingthe current portion thereof ), ( 2 ) under any reimbursement obligation relating to a letter of credit or bankers ’ acceptance, ( 3 ) evidenced by a bond, note, debenture or similar instrument ( including the Company Notes and the Bridge Note ), ( 4 ) with respect to leases required to be accounted for as capitalleases under GAAP, ( 5 ) incurred, issued or assumed as the deferred purchase price of property, and ( 6 ) any change of control payments or otherpayments required to be made in connection with, or as a result of, the consummation of the Transactions, excluding any payments included in part ( b ) ofthe deﬁnition of Company Transaction Expenses, ( b ) any liability of other Persons described in clause ( a ) that the Company has guaranteed, that isrecourse to the Company or any of its assets or that is otherwise the legal liability of the Company, ( c ) accounts payable of the Company that were dueand payable more than 60 days before the date of determination other than for ordinary course operating expenses for utilities, phone and rent expensesnot to exceed $ 5,000 in the aggregate, ( d ) any and all accrued interest, success fees, prepayment premiums, make whole premiums or penalties andfees or expenses actually incurred ( including attorneys ’ fees ) associated with the prepayment of any amounts of the nature described in clauses ( a)(1),(2 ) or ( 3 ), ( e ) any amount due and payable to ClinImmune Labs under any contract or arrangements with the Company, including, without limitation, allaccrued expenses for account # 2101, ( f ) any Undisclosed Liability, ( g ) all accrued bonus and vacation or paid time oﬀ amounts for all Workers throughthe Closing Date, ( h ) any liability, obligation, payment or claim arising out of the cancellation, extinguishment or termination of any Company Option, Company Note or Company Warrant and ( i ) any and all amounts of the nature described in clauses ( a)(1 ), ( 2 ) or ( 3 ) owed by the Company to any of itsAffiliates, including any of its Securityholders