definiens: means, without duplication, the sum of ( i ) the amount of salebonuses, change in control bonuses, retention bonuses or similar bonuses, including but not limited to those changein control bonuses set forth on Schedule D, that are incurred or otherwise become payable by the Company or any ofits Subsidiaries upon, and solely by reason of, the consummation of the transactions contemplated by thisAgreement, including the Merger ; ( ii ) the amount of any investment banking, accounting, attorney or other professionalfees incurred by the Company or any of its Subsidiaries on or prior to Closing with respect to the transactionscontemplated by this Agreement ; ( iii ) the amount of any transaction fees incurred by any the Company or any of itsSubsidiaries on or prior to Closing in connection with any of the transactions contemplated by this Agreement, including the Merger ; ( iv ) Company Payroll Taxes ; ( v ) 50 % of the amount of any Transfer Taxes ; and ( vi ) themaximum amount of severance that would be payable as of the Effective Time ( assuming termination of theemployment of such employees as of the Effective Time by the Company ) to any employees of theCompany who are primarily engaged in the Women ’s Health Business under plans or arrangements adopted orimplemented by the Company prior to the Effective Time, plus the maximum amount of severance that would bepayable as of the Effective Time ( assuming the resignation by such employees as of the Effective Time for ) to any of the Named Executives under plans or arrangements adopted or implemented by the Company priorto the Effective Time ; provided, that for the avoidance of doubt, Transaction Related Expenses shall exclude theamount of the Funded Indebtedness