definiens: shall mean the failureof the Company to provide at least $ 3,000,000 ( which amount shall not be subjectto surrender or repayment ) to the surviving entity ( the ) inthat certain merger of [COMPANY] Pharmaceuticals, Inc. ( ) with and into AriusAcquisition Corp., a wholly - owned subsidiary of the Company ( ) asrequired to : ( i ) pay Atrix Laboratories, Inc. ( ) $ 1,000,000 by August 24,2004 pursuant to the terms of that certain license agreement between [COMPANY] andAtrix and ( ii ) fund, in a total amount of no less than $ 2,000,000, theoperations of the Surviving Entity in accordance with the Business Plan ( asdefined in that certain Agreement and Plan of Merger and Reorganization, datedAugust 10, 2004, among the Company, [COMPANY], Merger Sub, Mark A. Sirgo ( ), and Andrew L. Finn ( ), subject to any changes to such Business Planmutually agreed upon by the Company and Sirgo