Common use of Net Cash Clause in Contracts

Net Cash. “Net Cash” shall mean (a) the sum of Tigris’ and its Subsidiaries’ cash and cash equivalents, marketable securities, accounts and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed below), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (c) the cash cost of any change of control payments or severance payments that are or become due to any employee of Tigris or its Subsidiaries minus (d) the cash cost of any accrued and unpaid retention payments due to any employee of Tigris or its Subsidiaries as of the Closing Date, minus (e) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries is liable incurred by Tigris or any of its Subsidiaries in connection with this Agreement and the Contemplated Transactions or otherwise minus (f) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e), minus (g) any bona fide current liabilities payable in cash, in each case to the extent not cancelled at or prior to the Determination Date; provided that in no event shall any liabilities or accruals relating to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus (h) any unpaid amounts payable by Tigris in satisfaction of its obligations under Section 5.7(c) for the period after the Closing, plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (j) any amounts due to be reimbursed to Tigris by Potomac pursuant to Section 9.3(a).

Net Cash. “Net Cash” shall mean (a) the sum of Tigris’ and its Subsidiaries’ Pivot’s cash and cash equivalents, marketable securities, accounts and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed belowPivot), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Pivot’s Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Pivot’s accounts payable and accrued expenses, in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Pivot’s Audited Financial Statements and Unaudited Interim Balance Sheet minus (c) the amount of bona fide contractual commitments of Pivot as of the Determination Date, including commitments set forth on the Pivot Disclosure Schedule or which have arisen prior to Closing, in each case to the extent not cancelled at the Determination Date minus (d) the remaining cash cost of restructuring accruals as of such date determined in a manner substantially consistent with the manner in which such item was determined for Pivot’s Unaudited Interim Balance Sheet minus (e) the cash cost of any change of control payments or severance payments that are or become due to any employee of Tigris or its Subsidiaries Pivot minus (df) the cash cost of any accrued and unpaid retention payments due to any Pivot employee of Tigris or its Subsidiaries as of the Closing Date, Date minus (eg) the cash cost of any and all billed and unpaid Taxes (including estimates from any estimated tax costs arising out of any specific tax review that may be underway at the Effective Time) for which Pivot is liable in respect of any period ending on or before such date minus (h) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries Pivot is liable incurred by Tigris or any of its Subsidiaries Pivot in connection with this Agreement and the Contemplated Transactions or otherwise minus (fi) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e), minus (g) any bona fide current liabilities, including liabilities payable in cashfor matters set forth on Schedules A and B, in each case to the extent not cancelled at or prior to the Determination Date; provided that in no event shall any liabilities , or accruals relating which have arisen prior to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus Closing plus (hj) any unpaid amounts payable paid by Tigris Pivot on or prior to such date in satisfaction of its obligations under Section 5.7(c5.7 (d) or (e) for the period after the ClosingClosing and any amounts paid by Pivot, up to such amount as set forth on Schedule B, related to the sublease or termination of Pivot’s facility lease plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (jk) any amounts due to be reimbursed to Tigris Pivot by Potomac Merger Partner pursuant to Section 9.3(a); provided, that, the Parties agree that the Net Cash shall be adjusted for any matters identified on Schedules A and B pursuant to the equation set forth on such schedules.

Net Cash. “Net Cash” shall mean mean, as of any particular date (actual or future), without repetition (a) the sum of Tigris’ and its Subsidiaries’ Axonyx’s cash and cash equivalents, marketable securitiesshort-term investments, accounts receivable, net and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed below)restricted cash, in each case as of such date and determined in a manner substantially consistent with the manner in which such items were historically determined for Axonyx’s Unaudited Interim Balance Sheet minus (b) the sum of Axonyx’s accounts payable and accrued expenses, in accordance each case as of such date and determined in a manner substantially consistent with Tigris’ Audited Financial Statements and the manner in which such items were determined for Axonyx’s Unaudited Interim Balance Sheet minus (c) the amount of contractual obligations as of such date determined in a manner substantially consistent with the manner in which the “Contractual Obligations” table included in the Management’s Discussion and Analysis of Financial Condition section of Axonyx’s most recent Form 10-K for the year ended December 31, 2005 filed with the SEC was determined minus (d) the remaining cash cost of restructuring accruals as of such date determined in a manner substantially consistent with the manner in which such item was determined for Axonyx’s Unaudited Interim Balance Sheet minus (e) the cash cost of any change of control payments, severance payments or severance payments under Section 280G of the Code that are or become due to any employee of Tigris or its Subsidiaries Axonyx solely as a result of the Merger and the Contemplated Transactions minus (df) the cash cost of any accrued and unpaid retention payments due to any Axonyx employee of Tigris or its Subsidiaries as of the Closing Date, such date minus (eg) the cash cost of any and all billed and unpaid Taxes (including estimates from any estimated tax costs arising out of any specific tax review that may be underway at the Effective Time) for which Axonyx is liable in respect of any period ending on or before such date minus (h) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries Axonyx is liable pursuant to this Agreement incurred by Tigris or any of its Subsidiaries Axonyx in connection with this Agreement and the Contemplated Transactions or otherwise minus (fi) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e)Uncovered Litigation Damages, minus (gj) any bona fide current liabilities payable in cash, in each case to proceeds from the extent not cancelled at disposition of the Oxis investment plus (k) any amounts paid by Axonyx on or prior to the Determination Date; provided that in no event shall any liabilities or accruals relating to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus (h) any unpaid amounts payable by Tigris such date in satisfaction of its obligations under Section 5.7(c), (d) for or (e) (and the period after Parties acknowledge and agree that any amounts payable by Axonyx as of such date pursuant to such obligations shall not result in a reduction to Net Cash in connection with any determination of Net Cash pursuant to the Closing, above) plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (jl) any amounts due to be reimbursed to Tigris Axonyx by Potomac TorreyPines pursuant to Section 9.3(a).