definiens: means ( i ) the fees and disbursements payable by the Company to theCompany Financial Advisor ( it being understood that any fees due and payable as a result of the achievement of anyMilestone following the Closing shall be deductible only from the applicable Milestone Payment in accordance withSection 2.9(l ) ), ( ii ) the fees and disbursements payable to legal counsel or accountants of the Acquired Companies thatare payable by the Acquired Companies in connection with the transactions contemplated by this Agreement ( includingthe negotiation, execution and delivery of the Consulting Agreements, to the extent any fees and disbursements payablein connection therewith are payable by the Acquired Companies ) and ( iii ) all other expenses or costs, in each case, incurred by the Acquired Companies in connection with the transactions contemplated by this Agreement ; provided, however, that the foregoing clauses ( ii ) and ( iii ) shall not include any fees, expenses or disbursements incurred byParent, or by the Surviving Corporation which are on behalf of Parent, including the fees and expenses of Parent’sattorneys, accountants and other advisors