definiens: means all costs, fees and expenses incurred in connection with or inanticipation of the negotiation, execution and delivery of this Agreement and the transactions contemplated by thisAgreement or in connection with or in anticipation of any alternative transactions considered by the Company to theextent such costs, fees and expenses are payable or reimbursable by the Company and unpaid or unreimbursed as ofthe Closing ( whether or not yet invoiced ), including ( a ) all fees and expenses payable to RBC as of the Closing and allother brokerage fees, commissions, finders ’ fees or financial advisory fees so 17 incurred, ( b ) the fees and expenses of Fenwick & West, LLP and all other fees and expenses of legal counsel, accountants, consultants and other experts and advisors so incurred, ( c ) the fees incurred in connection withobtaining and binding the D&O Insurance and ( d ) all Change of Control Payments owing as of the Closing