definiens: means the Company ’s ( a ) ( i ) cash on - hand or held in any bank account as of the date hereof, including money market accounts or money orders, but net of uncleared checks, ACH transfers, wire transfers and similar debits, ( ii ) receivables, net of allowances and reserves, as of the date hereof, ( iii ) the Maryland Stem CellGrant Amount, and ( iv ) the amount of cash proceeds from the sale of Company 2016 Convertible Notes in the bank accounts of the Company immediately prior to the EffectiveTime, minus ( b ) ( i ) all payables, accrued liabilities and accrued expenses ( but excluding Transaction Expenses and Excluded Expenses ), each outstanding or accrued as of thedate hereof, ( ii ) all Indebtedness and Change of Control Payments, each as of the Effective Time, whether or not any such Indebtedness and Change of Control Paymentswould be required to be reflected in the financial statements of the Company in accordance with GAAP, and ( iii ) all liabilities and expenses incurred or accrued by the Companyoutside of the ordinary course of business consistent with past practices ( excluding Transaction Expenses ) after the date hereof and at or prior to the Effective Time, whether ornot any such liabilities and expenses would be required to be reflected in the financial statements of the Company in accordance with GAAP . For the avoidance of doubt, anyliability or expense arising in connection with or related to a violation of Section 6.1(e ) hereof shall be deemed outside the ordinary course of business pursuant to thisdefinition . Except as otherwise provided herein, Company Net Cash ( and each component thereof ) shall be determined in accordance with GAAP, applied using the sameaccounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in thepreparation of the audited financial statements of the Company for the most recent fiscal year end