definiens: means, as of the Determination Date, Company ’s ( a ) cash and cash equivalents minus ( b)restricted cash minus ( c ) all indebtedness or other obligation for borrowed money minus ( d ) all payments orobligations, whether absolute, contingent or otherwise, relating to termination of employment or service prior to orfollowing the Closing, including severance, minus ( e ) all payments due as a result of the transactions contemplated bythis Agreement that are not Transaction Costs minus ( f ) Transaction Costs minus ( g ) all accounts payable ( excludingany amounts in dispute, which shall be subject to clause ( i ) of this definition ) minus ( h ) all accrued expenses minus ( i)the amount of any disputed portion outstanding under any Company Contract that Company would, if such dispute isresolved adversely to Company, be required to pay minus ( j ) all payables or obligations, whether absolute, contingentor otherwise, related to Company ’s lease obligations ( net of any rights of Company to receive payments relating to theproperty subject to such lease obligation under a sublease or otherwise ) minus ( k ) all reserves for Legal Proceedings(other than a reserve of up to $ 1,000,000 representing the deductibles under applicable Company Insurance Policies, in respect of any stockholder or derivative litigation arising from or relating to this Agreement or the transactionscontemplated hereby ) minus ( l ) all other current and long - term liabilities of the Acquiring Companies not reflected inclauses ( a ) through ( k ) above ( including, to the extent not reflected in clauses ( a ) through ( k ) above, all liabilities, orreasonable estimates thereof, relating to the winding down of the Company ’s prior research and developmentactivities ) plus ( m ) all prepaid Company expenses listed on Part A of the Company Disclosure Schedule plus ( n ) anydeductibles paid under applicable Company Insurance Policies, up to $ 1,000,000, in respect of any stockholder orderivative litigation arising from or relating to this Agreement or the transactions contemplated hereby plus ( o ) StampTaxes paid or accrued plus ( p ) Excluded Charges paid plus ( q ) Transaction Costs of Company that relate directly tothe evaluation and implementation of an amendment to this Agreement agreed to by Company pursuant to itsobligation to cooperate pursuant to Section 6.19, if any