definiens: means any of the following, in each case to the extent unpaid as of theEffective Time : ( a ) out - of - pocket legal, accounting, broker ’s, investment banker and other fees and expenses incurredby the Company in connection with the negotiation and execution of this Agreement and the consummation of theMerger and other transactions contemplated hereby and thereby ( except for amounts to be paid at the time ofpayment of a Milestone Payment or the PRV Payment pursuant to Section 2.12(i ) ), ( b ) all retention, stay, change ofcontrol or similar bonuses, or any severance obligation to an employee of the Company, that is due and payable bythe Company contingent solely upon the consummation of the Merger, ( c ) bonuses with respect to each Companyemployee ’s performance since January 1, 2015 through the Closing Date and ( d ) such other items as may be referredto as in the Consideration Spreadsheet, in each case, determined in a mannerconsistent with the Illustrative Consideration Spreadsheet