definiens: Additional Territory " as defined in the Agreement ) on or before lav ... It is agreed by the parties that the Gross Profit calculation split, as set forth under Section 2.1 of the Agreement will not apply to the European market . The parties further agree that the Gross Profit split for the European market shall be modeled after the U.S. Distribution Agreement dated August 13,2004, as amended . In the event that the parties can not agree on the U.S. model, then the parties shall negotiate in good faith to develop an equitable split formula for the European market . " G1\6439938.1 2501137 - 2 CONFIDENTIAL TREATMENT REQUESTED This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall be deemed to be a valid amendment in accordance with Section 9.4 ofthe Distribution Agreement