definiens: shall mean a reasonable likelihood of a decrease in annual gross sales of the Licensed Product in the Licensed Field, as may be expanded, by the lesser of ( i ) fifteen percent ( 15 % ) or more, or ( ii ) $ 20 million as reported by IMS data or similar prescription data source, annualized from data for the prior calendar quarter ] . In addition, even if the party pursuing such opportunity under this Section 4.4 [ reasonably detennines that such product will not materially compete with the Licensed Product in the Licensed Field, as may be expanded ], such party agrees that [ ~W product reSUlting from such development opportunity will be designed to avoid cannibalization of the Licensed Product in the Licensed Field, as may be expanded, by the design, for example, of a different mode of delivery of such product compared to that of the Licensed Product and at least two ( 2 ) months prior to initiation of Phase III clinical trials of such product, such party shall provide the other party with a written report describing such product design ] . In the event that there is a dispute [ as to whether a product materially competes ], the parties will hire an independent third party mutually acceptable to both parties [ ( with the expense shared by both parties ) to detennine