definiens: shall mean, with respect to the Product and each specific nation in the Territory under the then - current Manufacturing and Marketing Plan therefor, a minimum amount of Net Realization generated from sales of the Product in such nation(s ) ( as will be stated in such Manufacturing and Marketing Plan ) . The Minimum Net Realization(s ) shall be based upon the then current market conditions, taking into account the level and nature of competitive products, the method of promotion and marketing, FDA promotional guidelines, the FDA - approved indications of the Product, the Net Realizations specified and obtained for the Product in other nations, and other factors as shall be determined by Committee Action and ( a ) for [COMPANY], shall be set at levels at least as high as those that [COMPANY] and its Affiliates would reasonably expect to obtain from the marketing of their most prominently marketed drug products that have similar market potential ( provided that the determination of similar market potential shall be reasonable and take into account, among other things, each product 's indications, allowable claims, side effect profile, profitability, patent estate and labeling ) or ( b ) for [COMPANY], shall be set at levels at least as high as those that [COMPANY] and its Affiliates would reasonably expect to obtain from the marketing of their most prominently marketed drug products that have similar market potential ( provided that the determination of similar market potential shall be reasonable and take into account, among other things, each product 's indications, allowable claims, side effect profile, profitability, patent estate and labeling ) ; provided that Minimum Net Realization shall in all cases be determined prospectively and shall not be adjusted after a party fails to achieve such predetermined Minimum Net Realization unless such failure was the result, directly or indirectly, of governmental action or unless such Minimum Net Realization is initially determined by arbitration pursuant to Section 1.10.3 of this Definitions Exhibit . Notwithstanding anything to the contrary herein, the Confidential 47 Alliance Committee may agree to adjust the Minimum Net Realization at any time, and from time to time, should the market conditions and/or assumptions upon which the Minimum Net Realization was previously established change