definiens: means an amount equal to ( x ) the aggregate cash proceeds and/or ( to the extentsuch shares of stock received are listed for trading on a U.S. national securities exchange ) shares of stock received by Buyer, or any of its subsidiaries, after the effective time of the Merger and before the CVR Outside Date, from any purchaser ( otherthan Buyer ) of all or substantially all of the assets and property of the Aplindore Program, with respect to a purchase thereofwhich closed or closes on or before the CVR Outside Date, plus ( y ) any Aplindore Expense Reserve Balance, less ( i ) any costsand expenses reasonably incurred by the Buyer, or any of its subsidiaries, in connection with the sale of all or substantially allof the assets and property of the Aplindore Program ( including commissions and amounts paid to the Consulting Committeeas contemplated by Section 5.15(c ) of the Merger Agreement ) and ( ii ) any amounts previously paid to the Holders pursuant tothe Aplindore CVRs . For the avoidance of doubt, any amounts deducted from Net Cash Amount as accounts payable relatingto the Aplindore Program and any amounts paid by Buyer from the Expense Reserve Amount shall not be considered incurred by Buyer hereunder