definiens: shall mean ( without duplication ), as to any Person, ( a ) all obligations for the payment ofprincipal, accrued and unpaid interest, prepayment or redemption penalties, unpaid fees or expenses and othermonetary obligations in respect of ( i ) indebtedness of such Person for borrowed money or ( ii ) indebtedness evidencedby notes debentures, bonds or other similar instruments for the payment of which such Person is liable, in each caseincluding any breakage costs and costs and expenses related to the termination, discharge and release of all relatedEncumbrances, ( b ) any obligations to reimburse the issuer of any letter of credit, surety bond, performance bond, bank guarantee or similar obligation, in each case to the extent drawn or otherwise not contingent, ( c ) all capitalizedlease obligations of such Person that are, or should be, classified as balance sheet liability in accordance withFrench GAAP or U.S. GAAP, as applicable, ( d ) all indebtedness of third parties secured by an Encumbrance ( otherthan a Permitted Encumbrance ) on property owned or acquired by such Person, ( e ) any obligation that would berequired to be reflected as debt on the balance sheet of such Person under French GAAP or U.S. GAAP, asapplicable, ( f ) any unfunded benefit liabilities, ( g ) all indebtedness arising out of overdrafts, acceptance credit orsimilar facilities, ( h ) all Indebtedness of others referred to in clauses ( a ) through ( g ) above guaranteed directly orindirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through anagreement to pay or purchase such Indebtedness, to advance or supply funds for the payment or purchase of suchIndebtedness or otherwise to assure a creditor against loss, in each case including all accrued interest andprepayment penalties, if any, and ( i ) the amount of repayable advances under the OSEO Agreements not paid prior toClosing that are in excess of € 1,000,000 of all such repayable advances ; provided, however, that ( 1 ) no amountunder subclauses ( h ) or ( i ) shall be counted more than one time and ( 2 ) in no event shall hereunderinclude or be deemed to include any item, amount, Liability or obligation ( i ) included in or described in the definitionsof or or ( ii ) incurred by Anaconda with the consent of Biota between theAgreement Date and the Closing Date, such consent to be withheld in Biota ’s sole discretion