Whether or not the Merger and the other transactions contemplated by this Agreement are consummated, and except as otherwise set forth in this Agreement, each of the Parties shall bear its own fees and expenses incurred or owed in connection with the Merger, this Agreement and the other transactions contemplated thereby; provided , that any Deal Fees shall be subtracted from the Closing Payment and any Contingent Payment Deal Fees shall be subtracted from the applicable Contingent Payment and Earned Royalty Payment.