definiens: means any fee, cost, expense, payment, expenditure or Liability incurred by the Company(including legal fees and expenses, accounting fees and expenses and financial advisory fees and expenses ), whether incurredprior to the date of this Agreement or from the date of this Agreement through the Closing, that relates to : ( a ) the participationin or response to the investigation, review and inquiry conducted by Parent, Merger Sub, any other Person and their agents, representatives and advisors with respect to the business of the Company in connection with the potential acquisition of theCompany, the acquisition of all or substantially all of the assets of the Company ( and the furnishing of information to Parent, Merger Sub, any other Person and their agents, representatives and advisors in connection with such investigation andreview ) ; ( b ) the negotiation, preparation, drafting, review, execution, delivery or performance of this Agreement ( including theCompany Disclosure Schedule ) and the Ancillary Documents or any other certificate, opinion, Contract or other instrument ordocument delivered or to be delivered in connection with any of the Transactions ; ( c ) the preparation and submission of anyfiling or notice required to be made or given in connection 17***Certain confidential information contained in this document, marked with 3 asterisks ( * * * ), has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended.with any of the Transactions, or the obtaining of any consent, waiver or approval required to be obtained in connection withany of the Transactions ; or ( d ) the consummation of the Transactions ; but excluding the Change in Control Payments