definiens: means ( a ) Apricus ’ Cash and Cash Equivalents as of immediatelyprior to the Effective Time, determined in a manner substantially consistent with the manner inwhich such items were determined for Apricus ’ most recent SEC filings, minus ( b ) the sum of(without duplication ) ( i ) Apricus ’ accounts payable and accrued expenses ( but excluding accruedexpenses which are Apricus Transaction Expenses ), and Apricus ’ other current liabilitiespayable in cash, in each case as of immediately prior to the Effective Time and determined in amanner substantially consistent with the manner in which such items were determined forApricus ’ most recent SEC filings, provided that, for the avoidance of doubt, any amounts payableby Apricus but unpaid as of the Effective Time, in connection with the satisfaction of the conditionset forth90Exhibit 2.1on Section B to the Apricus Disclosure Schedule shall be included in this clause ( i ), ( ii ) anyApricus Transaction Expenses, ( iii ) any indebtedness for borrowed money of Apricus, and ( iv)50 % of the sum of ( without duplication ) ( x ) the aggregate amount that may be payable by Apricuspursuant to the exercise of a repurchase option contained in any of the Company Warrants(assuming for this purpose that all such repurchase options are exercised by the holders of theCompany Warrants ) as of the Effective Time ; provided that the amount under this clause ( x ) shallnot exceed $ 500,000, ( y ) the employer and employee portions of any payroll taxes associatedwith the vesting and settlement of the Apricus RSUs at Closing in accordance with Section5.6(b ), and ( z ) severance payable in cash to Apricus employees, payable as a result of actionstaken at, or immediately prior to or immediately after, the Effective Time, and Taxes incurred bythe Company in respect thereof