definiens: means the Coronavirus Aid, Relief and Economic Security Act, as signed into law by the President of the United States on March 27, 2020, as amended from time to time . means ( i ) any severance, termination, change in control, transaction, retention, liquidation, bonus, profit - sharing or other similar compensation, benefits or payments to any Person, including, without limitation, the Transaction Bonuses, and ( ii ) any increase of any benefits otherwise payable by the Company, in each case of the foregoing clauses ( i ) and ( ii ), which are or may become payable by or on behalf of the Company in connection with the execution and delivery of this Agreement or the consummation of the Mergers or any of the other transactions contemplated hereby, whether payable hereunder, under any Contract or Company Employee Plan, or under any other plan, policy, agreement or arrangement . For the avoidance of doubt, the liquidation fee payable pursuant to Section 4.3 of the Harvard License in connection with the Closing shall constitute a Change in Control Payment hereunder . means the amount of unrestricted cash held by the Company ( net of any uncleared checks and drafts issued by the Company ) as of the Closing . means the aggregate amount of all Company Debt that has not been repaid as of the Closing . means Working Capital as of the Closing . means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended . means the United States Internal Revenue Code of 1986, as amended . means the Common Stock of the Company, par value $ 0.0001 per share . means, as of any specified date, the amount equal to the sum ( without any double - counting ) of the following amounts and obligations ( whether or not then due andpayable ), to the extent they are of the Company or guaranteed by the Company, including through the grant of a security interest upon any assets of the Company : ( i ) all outstanding indebtedness for borrowed money owed to Persons ( whether or not evidenced by notes, bonds, debentures or other similar instruments ( whether or not convertible ) or arising under indentures ) ; ( ii ) accrued interest, fees or expenses payable with respect to indebtedness referred to in clause ( i ) ; ( iii ) all obligations for the deferred purchase price of property, goods or services ( including any potential future earn - out, purchase price adjustment, releases of or similar payments, but excluding any such obligations to the extent there is cash being held in escrow exclusively for purposes of satisfying such obligations ) ( ) ; ( iv ) all obligations evidenced by notes, bonds, debentures or other similar instruments ( whether or not convertible ) or arising under indentures ; ( v ) all obligations arising out of any financial hedging, swap or similar arrangements ; ( vi ) all obligations as lessee that would be required to be capitalized in accordance with GAAP ; ( vii ) all obligations in connection with any letter of credit, banker ’s acceptance, guarantee, surety, performance or appeal bond, or similar credit transaction ; ( viii ) all obligations with respect to any off - balance sheet financings ; ( ix ) all unpaid income Taxes of the Company for any Pre - Closing Tax Period ( which, for the avoidance of doubt, shall not be an amount less than zero and shall not take into account any income Tax receivables ) ; ( x ) the aggregate amount of all Taxes deferred under Section 2302 of the CARES Act and all other amounts received from Governmental Entities as a result of COVID-19 Measures ( including any forgivable loans pursuant to the CARES Act and the PPP Debt to the extent not repaid prior to Closing ) and ( xi ) the aggregate amount of all prepayment premiums, penalties, breakagecosts, costs, expenses and other payment obligations of such Person that would arise ( whether or not then due and payable ) if all such items under clauses ( i ) through ( x ) were prepaid, extinguished, unwound and settled in full as of such specified date . For purposes of determining the Deferred Purchase Price obligations as of a specified date, such obligations shall be deemed to be the maximum amount of Deferred Purchase Price owing as of such specified date ( whether or not then due and payable ) or potentially owing at a future date . means the Company Stockholders and the Company Optionholders . means all Company Licensed Intellectual Property and Company Owned Intellectual Property . means the Inbound License Agreements and the Outbound License Agreements . means all Intellectual Property Rights and Technology licensed, or for which rights are otherwise granted, to the Company by a third party, other than an exclusive license . means an option to purchase shares of Company Common Stock whether or not granted pursuant to the Company Stock Plan . means a holder of a Company Option . means any and all Intellectual Property Rights and Technology that are owned or purportedly owned by the Company, or that are licensed exclusively to, or purportedly licensed exclusively to, the Company . means the Company Series A Preferred Stock and the Company Series B Preferred Stock . means all products, services or offerings sold, offered for sale, performed, marketed, promoted, distributed, supported or otherwise made available by or on behalf of the Company, as well as any product, service or offeringunder development by or on behalf of the Company and scheduled for commercial release as of the date of this Agreement . means the Series A Preferred Stock of the Company, par value $ 0.0001 per share . means the Series B Preferred Stock of the Company, par value $ 0.0001 per share . means, collectively, any software source code and any database specifications or designs, build scripts, test scripts, documentation, instructions or algorithms contained in or relating to any Software included in the Company Owned Intellectual Property or Company Products . means Company Common Stock and Company Preferred Stock . means the Company ’s 2016 Equity Incentive Plan