definiens: means, as of the Determination Date, Company ’s ( a ) cash and cash equivalents minus(b ) restricted cash minus ( c ) all indebtedness or other obligation for borrowed money minus ( d ) all payments orobligations, whether absolute, contingent or otherwise, relating to termination of employment or service prior to orfollowing the Closing, including severance, minus ( e ) all payments due as a result of the transactions contemplated bythis Agreement that are not Transaction Costs minus ( f ) Transaction Costs minus ( g ) all accounts payable ( excludingany amounts in dispute, which shall be subject to clause ( i ) of this definition ) minus ( h ) all accrued expenses minus(i ) the amount of any disputed portion outstanding under any Company Contract that Company would, if such disputeis resolved adversely to Company, be required to pay minus ( j ) all payables or obligations, whether absolute, contingent or otherwise, related to Company ’s lease obligations ( net of any rights of Company to receive paymentsrelating to the property subject to such lease obligation under a sublease or otherwise ) minus ( k ) all reserves for LegalProceedings ( other than a reserve of up to $ 1,000,000 representing the deductibles under applicable CompanyInsurance Policies, in respect of any stockholder or derivative litigation arising from or relating to this Agreement orthe transactions contemplated hereby ) minus ( l ) all other current and long - term liabilities of the Acquiring Companiesnot reflected in clauses ( a ) through ( k ) above ( including, to the extent not reflected in clauses ( a ) through ( k ) above, allliabilities, or reasonable estimates thereof, relating to the winding down of the Company ’s prior research anddevelopment activities ) plus ( m ) all A-68prepaid Company expenses listed on Part A of the Company Disclosure Schedule plus ( n ) any deductibles paid underapplicable Company Insurance Policies, up to $ 1,000,000, in respect of any stockholder or derivative litigation arisingfrom or relating to this Agreement or the transactions contemplated hereby plus ( o ) Stamp Taxes paid or accrued plus(p ) Excluded Charges paid plus ( q ) Transaction Costs of Company that relate directly to the evaluation andimplementation of an amendment to this Agreement agreed to by Company pursuant to its obligation to cooperatepursuant to Section 6.19, if any, plus ( r ) if Company Net Cash, as of the Determination Date, would but for this clause(r ) be less than $ 21,000,000, Excluded Printer Expenses, if any