definiens: means the sum of ( i ) the fair market value ( expressed in United States dollars)of all cash, cash equivalents, including any cash received pursuant to the Women ’s Health APA and the documentsrelated thereto, and marketable securities of any kind ( including, without limitation, all cash in bank accounts andcash on hand, and the restricted cash, cash held in reserve, cash on deposit, cash deposited with third parties andcash posted for bonds or with respect to escrows set forth on Schedule C ( which contain the estimates thereof as ofAugust 31, 2014 ) ) of the Company and its Subsidiaries as of 11:59 p.m., Central time on the Closing Date, and ( ii ) theamount of all severance payments actually paid by the Company or its Subsidiaries with respect to any of theirrespective employees ( other than employees of the Women ’s Health Division ) who were terminated at the specificdirection or request of Buyer between the date hereof and through the Closing