definiens: shall mean the period ending on the earlier to occur of ( a ) [ * * ] years after the ClosingDate or ( b ) [ * * ] years after the date of the achievement of the Second Generic Product Milestone ; provided, however, that:(i ) if the Primary Member ’s employment with the Buyer has been terminated by the Buyerwithout Cause or by the Primary Member for Good Reason ( as such terms are defined in the Employment Agreement of evendate between the Buyer and the Primary Member ) prior to the earlier to occur of ( x ) the [ * * ] anniversary of the Closing Dateor ( y ) the achievement of the entire Capabilities Build Milestone, then the Non - Competition Period shall expire on suchtermination date, unless the Buyer pays the then unpaid components of the Capabilities Build Milestone on the date of suchtermination ; and(ii ) if the Buyer, the Buyer ’s Affiliates or licensees or the Affiliates, distributors orsublicensees of any of the Buyer ’s licensees have not filed an application with the FDA seeking marketing approval for aSecond Generic Product on or before the [ * * ] anniversary of the Closing Date and as of such [ * * ] anniversary of the ClosingDate the Primary Member ’s employment with the Buyer has been terminated by the Buyer without Cause or by the PrimaryMember for Good Reason, then the Non - Competition Period shall expire on the [ * * ] anniversary of the Closing Date unlessthe Buyer pays the Seller $ [ * * ] on or before the [ * * ] anniversary of the Closing Date . shall mean the party not controlling the defense of any Third Party Action