definiens: means ( without duplication of any other amount payable in connection with this Agreement or theTransactions ) the following fees, expenses and other similar amounts that have been or are expected to be incurred on or prior to theEffective Time on behalf of the Company in connection with this Agreement and the consummation of the Transactions : ( a ) the fees andexpenses of, or other similar amounts charged by, counsel to the Company, including those of Goodwin Procter LLP, ( b ) the fees andexpenses of, or other similar amounts charged by, any brokers, agents, auditors or financial advisors engaged by the Company, ( c ) the feesand expenses of, or other similar amounts charged by, any accountants engaged by the Company, ( d ) the fees and expenses of, or othersimilar amounts charged by, any other consultants, advisors or experts engaged by the Company and ( e ) fifty percent ( 50 % ) of the costs ofthe representations and warranties insurance policy bound by Parent on the date hereof . For the avoidance of doubt, shall exclude ( i ) all stay bonus, retention bonus, incentive bonus, completion bonus, change of control bonus or any other transactionrelated bonuses, including all liabilities for the employer portion of any payroll, employment or similar Taxes, as a result of or otherwiserelated to the consummation of the Transactions and ( ii ) the Closing Management Bonus and any Milestone Management Bonus