definiens: means, without duplication and without taking into account the proceeds of the Closing Financing, a dollar amountwhich may be greater than or lower than zero, equal to ( a ) the sum of Parent ’s Cash and Cash Equivalents, in each case as of the Anticipated ClosingDate, minus ( b ) the sum of Parent ’s short and long term Liabilities accrued at Closing ( as reasonably and in good faith estimated by the Company, including its legal advisors ), minus ( c ) actual and projected Liabilities related to Parent ’s ongoing activity and wind down activities of Parent associatedwith the termination of its research and development activities, including the activities listed on Schedule I of the Parent Disclosure Schedule andincluding any payment, whether or not in connection with the Contemplated Transactions, under any Contract to which Parent or any of its Subsidiaries isa party, minus ( d ) the cash cost of any unpaid change of control payments or severance, termination or similar payments pursuant to a Contract that areor become due to any current or former employee, director or independent contractor of Parent, or any other third party ( including any attorney’s, accountant ’s, ﬁnancial advisor ’s or ﬁnder ’s fees or any fees to be paid by Parent under Section ​9.3(a ) ), in each case in connection with the Closing of theTransaction, minus ( e ) any amount payable by Parent in connection with the purchase, prior to the Eﬀective Time, of a seven - year prepaid inaccordance with Section ​5.8(d ) ( the full cost of which shall be reimbursed by the Company ), minus ( f ) all fees and expenses incurred in connection withthis Agreement and the Contemplated Transactions ( including but not limited to any investment bankers, ﬁnancial advisors, attorneys, accountants orother advisors, agents or representatives retained by Parent or any of its Subsidiaries ) in connection with the Contemplated Transactions, and includingall costs and expenses related to the issuance of the Parent ADSs to the Company Shareholders ( and holders of Company Options ) in connection withthe Closing under this Agreement and in connection with the Shavit Waiver, including the exercise of warrants thereunder, including any fee charged byBank of New York Mellon, less the Company Participation Amount ( as deﬁned below ) other than ( 1 ) expenses or liabilities incurred by Parent relating tothe Financing Expenses, and ( 2 ) all Nasdaq fees associated with the Nasdaq Listing Application ( approximately $ 50,000 ), plus ( g ) any amount to bereceived by Parent within ninety ( 90 ) days after the Closing as a refund or reimbursement of insurance premiums, as evidenced by an oﬃcialunconditional written balance conﬁrmation from Parent ’s insurance broker and from the insurance company conﬁrming such due payments ; solely if andto the extent such unconditional written conﬁrmations are received by Parent prior to the Closing, plus ( h ) ( i ) any amount unconditionally and irrevocablyapproved in writing to Parent by the Israeli VAT authorities ( not disputed, under discussions or under audit ) and ( ii ) any amounts due to Parent as a resultof the latest VAT report submitted by Parent, ( not disputed, under discussions or under audit ), both ( i ) and ( ii ) as conﬁrmed by the Company ’s auditorsprior to the Closing ( provided however, that VAT claimed for any expenses or costs related to this Agreement and its execution and the ContemplatedTransactions ( including the Shavit Waiver ) and their execution, including expenses and costs for SEC ﬁling or correspondence shall not be taken intoconsideration ) to be received by Parent within ninety ( 90 ) days after the Closing as a refund or credit of Israel VAT, plus ( i ) any amounts pursuant to aﬁnal, non - appealable decision of a court prior to Closing relating to release of the Parent ’s central severance fund sixty ( 60 ) days after the Closing, plus, any amounts that are officially reorganized by the relevant tax authorities, as a tax credit applicable against payments of future taxes at the state or federallevel in the United States by any of the Parent ’s aﬃliated entities, provided however that such amount shall not exceed $ 32,000 and is conﬁrmed by theCompany ’s auditors prior to the Closing, plus ( k ) any deposit amounts held against lease obligations by the landlord of Parent ’s subsidiary in the USA -based on a written free balance conﬁrmation from the landlord ( that such amounts are to be returned to Parent ) . For clarity, imputed cash due to exerciseof any Parent Warrants or Parent Options which is not actually paid in cash to the Parent shall not be considered cash for the purposes of the Net Cashdeﬁnition . Parent shall bear all costs and expenses ( and such costs and expenses shall be part of the calculation of Parent Net Cash above ) related to theissuance of the Parent ADSs ( including with respect to any holders of options and warrants ) to the Company Shareholders ( including the rollover ofoptions held by holders of Company Options into options to acquire Parent ADSs ) in connection with the Closing under this Agreement and in connectionwith the Shavit Waiver ( including the exercise of warrants thereunder ) ( including any fee charged by Bank of New York Mellon ) less the CompanyParticipation Amount . The Company shall participate in half of the costs and expenses related to the issuance of the Parent ADSs ( including with respectto any holders of options and warrants ) to the Company Shareholders in connection with the Closing under this Agreement and in connection with theShavit Waiver ( including the exercise of warrants thereunder ) ( including any fee charged by Bank of New York Mellon ), provided that the Company’sparticipation shall not exceed $ 50,000 ( the )