definiens: means as of the Cash Determination Time and, as applicable, determined in a manner consistent with the manner inwhich such items were historically determined and in accordance with Zordich ’s audited financial statements and unaudited interim balancesheet, Zordich ’s ( i ) the sum of ( without duplication ) Zordich ’s Cash and Cash Equivalents minus ( ii ) the sum of ( without duplication ) ( a ) allaccounts payable and accrued expenses ( other than accrued expenses which are Zordich ’s Transaction Costs ) and other current and long - term liabilities or other obligations for borrowed money, ( b ) all payments due as a result of, or accrued in connection with, the ContemplatedTransactions that are not Zordich ’s Transaction Costs, and ( c ) any and all liabilities of Zordich ( x ) to any current or former Zordich officer, director, employee, consultant or independent contractor ( including change of control payments, retention payments, severance and otheremployee-, consultant- or independent contractor - related termination costs, or other payments ), or ( y ) pursuant to any Zordich Benefit Plan, including deferred compensation, accrued but unpaid bonuses and accrued but unpaid vacation or paid time off ( including related employeremployment taxes on all the foregoing ) ) minus ( iii ) all of Zordich ’s unpaid Transaction Costs minus ( iv ) all payables or obligations, whetherabsolute, contingent or otherwise, related to Zordich ’s lease obligations ( net of any rights of Zordich to receive payments relating to theproperty subject to such lease obligation pursuant to an arrangement reasonably acceptable in form and substance ( including thecreditworthiness of the counterparty thereto ) to the Company, such acceptance not to be unreasonably withheld, conditioned or delayed)minus ( v ) all costs and expenses relating to the winding down of Zordich ’s prior research and development activities plus ( vi ) all prepaidZordich expenses listed on Section 1.1(a)(ii ) of the Zordich Disclosure Schedule minus ( vii ) any deductibles paid under applicable insurancepolicies taken out by Zordich or any of its Subsidiaries minus ( viii ) the aggregate costs for obtaining the D&O tail insurance policy underSection 7.9(d ) . Notwithstanding the foregoing, Net Cash shall be ( i ) increased by an amount equal to 50 % of the aggregate amount of anycosts or expenses, including attorneys ’ fees or settlement costs ( collectively, ), incurred in connection with any potentialor actual Transaction Litigation that are not applied towards the retention amount of any insurance policy that covers 9Litigation Losses ( any such insurance policy, a ) and ( ii ) decreased by an amount equal to 50 % of the retention amount under aPolicy paid by Zordich as of Closing after application of any Litigation Losses against such retention amount