definiens: means as of the Cash Determination Time and, as applicable, determined in a manner consistent with the manner in whichsuch items were historically determined and in accordance with Aspen ’s audited financial statements ( including any related notes ) andunaudited interim balance sheet, Aspen ’s ( i ) the sum of ( without duplication ) Aspen ’s Cash and Cash Equivalents minus ( ii ) the sum of(without duplication ) ( a ) all accounts payable and accrued expenses ( other than accrued expenses which are Aspen ’s Transaction Costs ) andother current and long - term liabilities payable in cash or other obligation for borrowed money, ( b ) all payments due solely as a result of theContemplated Transactions that are not Aspen ’s Transaction Costs minus ( iii ) all of Aspen ’s unpaid Transaction Costs minus ( iv ) 50 % of allcosts, expenses and liabilities related to Transaction Litigation up to $ 500,000, and 100 % of all costs, expenses and liabilities related toTransaction Litigation exceeding $ 500,000 will be fully borne by Aspen and will be deducted from Net Cash, minus ( v ) all payables orobligations, whether absolute, contingent or otherwise, related to Aspen ’s lease obligations listed on Schedule I of the Aspen DisclosureSchedule ( net of any rights of Aspen to receive payments relating to the property subject to such lease obligation under a sublease orotherwise that are reasonably likely to be utilized by Aspen and/or Surviving Corporation on or following the Closing ) minus ( vi ) all actual andreasonably projected costs and expenses relating to the winding down of Aspen ’s prior research and development activities calculated in amanner consistent with the calculations included in, Schedule I of the Aspen Disclosure Schedule, plus ( vii ) all prepaid Aspen expenses thatare reasonably likely to be utilized by Aspen and/or Surviving Corporation on or following the Closing and listed on Schedule I of the AspenDisclosure Schedule minus ( viii ) the aggregate costs for obtaining the D&O tail insurance policy under Section 7.9(d ), plus ( ix ) the amount ofany net cash consideration ( including as a result of liquidating any non - cash consideration ) ( less any related liabilities or obligations ) receivedby Aspen for any Aspen Legacy Transaction prior to Closing, and minus ( x ) any Liabilities resulting from or in connection with the applicationof Section 280 G of the Code in connection with the Contemplated Transactions, and minus ( xi ) any unpaid costs, expenses, fees or otherliabilities, including any indebtedness, occurring prior to or resulting from acts, omissions or circumstance related to Aspen occurring prior tothe Closing and to the extent not already excluded under clauses ( i ) through ( xi ) above . Notwithstanding the foregoing, Net Cash shall not beaffected by ( y ) amounts related to consultants due diligence costs for the benefit of the Surviving Corporation to the extent such amounts donot exceed $ 150,000 ; provided, however, that any amount in excess of $ 150,000 will be a deduct from Net Cash, or ( z ) any portion of theannual D&O premium renewal due on or about August 1, 2021 that is attributable to the Surviving Corporation after the Anticipated ClosingDate . For illustrative purposes only, a sample statement of Net Cash as of the date described therein is set forth on Schedule I of the Aspen 12Disclosure Schedule . For the avoidance of doubt, amounts placed in escrow or earnout, contingent or other post - closing payments, includingmilestone or royalty payments, in connection with the Aspen Legacy Transaction will not adjust Net Cash unless ( and only to the extent that)such amounts are actually received, and no longer subject to any contingency, by Aspen