definiens: ( as defined and calculated in accordance with Section lOCb ) below ) but only with 1 respect to those that correspond to Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List ill excess of the Key Target Step - up Baseline . - . [ cb ) and shall be calculated for an applicable period ( whether an Agreement Payment Period or Agreement Year ) by multiplying Covered Physician Prescriptions ( as defined below ) for the applicable period by Net Sales per Script \ ( as defined below ) for the applicable period . If Covered Physician Prescriptions do not exceed the Covered Physician Baseline, or in the case of Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List, the Key Target Baseline, such prescriptions with respect to the Agreement Year ; then the Net Sales attributed to Covered Physicians for such Agreement Year for purposes of computing compensation due to [COMPANY] hereunder for such Agreement Year shall be deemed to be zero . For purposes of b this Agreement : . /J ( 1 ) \ \ I \ i shall equal the number of retail prescriptions ( TRX ) for the Product that are written or ordered by Covered Physicians as determined by the National Prescriptions Audit Plus : Prescriber Specialty Report as issued by IMS America . For purposes of calculating shall equal the number of retail prescriptions ( TRX ) for the Product that are written or ordered by Covered Physicians on the Key Target List as determined by the National Prescriptions _ Audit Plus : Prescriber Specialty Report / \ \ \ \ 1 Net Sales per Script " shall equal Net Sales of Product ( as determined by [COMPANY] ) for the applicable period from Covered and Non - Covered Physicians divided by the total number of retail prescriptions ( 1RX ) for the Product that are written or ordered in such period by Covered and Non - Covered Physicians as detennined by the National Prescriptions Audit Plus : Prescriber Specialty Report as issued by IMS America