definiens: means, at any time of determination, an amount equal to:(a ) the total of all payments specified in Sections 1.1(c ), 3.1(a)(A ), 3.5(a)(i ) and 3.5(a)(ii)(i ) of the MergerAgreement less Twenty - Two Million Six Hundred Twenty ThousandSix Hundred Thirty - Nine Dollars and Sixty Cents ( $ 22,620,639.60 ), which amount may be a negative or positivenumber, ( b ) after deduction of amounts specified in the preceding clause ( a ) which were actually deducted in thecomputation of any prior Milestone Payment ( i ) made to the Holders prior to such time of determination or ( ii ) whichwould have been made to the Holders prior to such time of determination but for being equal to zero as a result of thededuction of the Adjustment Payment or the Advisory Fee Deduction ( or any portion of any of the foregoing ) in itscomputation;provided that, in the case that the amount specified in the preceding clause ( a ) is equal to or less than zero, thenfollowing the first time that any Milestone Payment is made to the Holders ( or would have been made to the Holdersbut for being equal to zero as a result of the deduction of the Advisory Fee Deduction ( or any portion thereof ) in itscomputation ), the Adjustment Payment shall be equal to zero Dollars ( $ 0.00 )