definiens: means ( a ) sales of inventory in the ordinary cour se of business, ( b ) dispositions, in the ordinary c ourse ofbusiness, of equipment that is worn out, damaged or no longer used or useful in the business of a Loan Party for cash so long as no Defaultor Event of Default has occurred and is continuing at the time of such disposition or would result aft er giving effect thereto, ( c ) the use ofcash and Cash Equivalents ( i ) to make required paym ents in connection with the PharmAthene Judgment an d ( ii ) otherwise to the extentnot prohibited under any Loan Document, ( d ) disposi tions not otherwise permitted hereunder that are ma de for fair market value and withrespect to any assets or property not related to or subject to any contract with BARDA ; provided that ( i ) at the time of any such disposition, no Default or Event of Default shall exist or shall result from such disposition, ( ii ) not less than 7 5 % of the aggregate sales price from suchdisposition shall be paid in cash, and ( iii ) the ag gregate fair market value of all assets or property so disposed of by the Loan Parties andtheir Subsidiaries shall not exceed $ 250,000 in any calendar year ; provided, further, for the avoidanc e of doubt, the foregoing clause ( d)shall not be utilized to make dispositions that are permitted and governed by clause ( e ) below, ( e ) di spositions not otherwise permittedhereunder that are made for fair market value and w ith respect to assets or property subject to or rel ated to any contract with BARDA;provided that ( i ) at the time of any such dispositi on, no Default or Event of Default shall exist or s hall result fromsuch disposition, ( ii ) not less than 75 % of the agg regate sales price from such disposition shall be p aid in cash, and ( iii ) the aggregate fairmarket value of all assets or property so disposed of by the Loan Parties and their Subsidiaries shall not exceed $ 100,000 in any calendaryear ; provided, further, for the avoidance of doubt, the foregoing clause ( e ) shall not be utilized to make dispositions that are permitted andgoverned by clause ( d ) above, ( f ) discounts or forg iveness of accounts receivable in the ordinary cour se of business or in connection withcollection or compromise thereof so long as no Defa ult or Event of Default has occurred and is continu ing at the time of such discount orforgiveness, or would result after giving effect th ereto, and which in the aggregate for this clause ( f ) shall not exceed $ 250,000 in theaggregate in any calendar year, ( g ) licenses permit ted under this Agreement, ( h ) issuances of Stock or Stock Equivalents to qualifyingdirectors ( in each case, other than Disqualified St ock ), ( i ) Transfers among Loan Parties, ( j ) transac tions permitted under Sections 7.5 and7.6, and ( k ) disposition of the Priority Review V ou cher granted by the FDA to Borrower in connection w ith the FDA ’s approval of TPOXXon July 13, 2018 ( the ) ; provided that ( i ) at the time of such dispositi on, no Default or Event of Default shall exist orshall result from such disposition, ( ii ) not less t han 75 % of the aggregate sales price from such disp osition shall be paid in cash, ( iii ) all NetCash Proceeds from such disposition shall be deposi ted into the PRV Proceeds Account and ( iv ) such dis position has occurred on or prior toDecember 31, 2018 ( or such later date as approved b y the Requisite Lenders in their sole discretion ) . ” ( b ) The following defined terms are hereby added to Section 11 of the Credit Agreement in app ropriate alphabetical order : means the aggregate proceeds paid in cash or Cash Equivalents received by Borrower in connection wit h the PRVDisposition, net of ( a ) attorneys ’ fees, accountant s ’ fees, fees paid to financial advisors, sale comm issions and related search and recordingcharges, transfer taxes, and other customary fees a nd expenses actually incurred in connection therewi th and directly attributable thereto,(b ) taxes paid or payable as a result thereof, and ( c ) the amount of any reasonable reserve establishe d in accordance with GAAP against anyadjustment to the sale price or any liabilities ( ot her than any taxes deducted pursuant to clause ( b ) above ) ( i ) related to the PRV Dispositionand ( ii ) retained by the Borrower including against any indemnification obligations ( provided, however, the amount of any subsequentreduction of such reserve ( other than in connection with a payment in respect of any such liability ) s hall be deemed to be Net CashProceeds from and after the date of such reduction )