definiens: means, as of any particular time, ( x ) Phoenix ’s cash and cash equivalents, short - term investments, net and restricted cash, plus ( y ) accounts receivable, minus ( z ) the aggregate of the following obligations andliabilities of Phoenix, calculated without duplication:(i ) All accounts payable and severance payments;(ii ) All Indebtedness of Phoenix for borrowed money or in respect of capitalized leases or the purchase ofassets of Phoenix ( including all principal, accrued interest thereon ( and if such Indebtedness is not prepayable, all remaining interest to be paid or accrued through maturity thereof ) ), and any other amounts payable to theholders of such Indebtedness as a result of or in connection with, the consummation of the ContemplatedTransactions);(iii ) All out - of - pocket closing or transactional costs in connection with the Contemplated Transactions(including in connection with any stockholder litigation relating to this Agreement or any of the ContemplatedTransactions ), including amounts payable to financial advisors ( including investment banks ), attorneys, accountants or proxy solicitors that are paid, incurred or expected to be incurred, payable or subject toreimbursement by Phoenix ; and(iv ) Only those accrued expenses not already contemplated by clauses ( i ), ( ii ) and ( iii ) above, resulting fromany incurred but yet unbilled professional fees, clinical costs, preclinical costs or operational costs pertaining togoods or services previously provided to Phoenix as of the month end date prior to the Determination Date