Payment Consideration. Shall mean, with respect to any Liquidity Transaction, the sum of any and all consideration paid or payable to the Liquidity Payment Recipients on account of such Liquidity Transaction minus any amounts required to be paid by the Liquidity Payment Recipients in connection with such Liquidity Transaction under (a) Senior Facility (as defined in the Purchase Agreement) as in effect following the modification thereof on the date of this Agreement (b) the professional contingency arrangement
... between the Company and Goodwin Procter LLP set forth in the letter dated October 22, 2010, (c) Contingent and Contractual Arrangements, (d) that certain License Agreement dated March 15, 2005 by and between the Company and Arizona Technology Enterprises, (e) that certain License Agreement dated June 7, 2004 by and between the Company, Roche Diagnostics GMBH and Roche Diagnostics Corporation, and (f) that certain License Agreement dated November 30, 2003 by and between the Company and California Institute of Technology; provided, however, that if such calculation yields an amount less than $0, the Payment Consideration with respect to such Liquidity Transaction shall be $0; and provided further that in the event that any or all of the consideration paid or payable to the Liquidity Payment Recipients on account of such Liquidity Transaction is in a form other than cash, then, for purposes of the calculation of the Payment Consideration (including the calculation of any deductions under clauses (a) through (c) of this sentence), all such non-cash consideration shall be valued at cash amounts calculated in accordance with the pricing mechanics of the applicable definitive transaction agreement with respect to the Liquidity Transaction.
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