definiens: means each of the following payments ( each, a ): ( i ) The following payments based on Approvals ( collectively, the ): ( A ) [ # # # # ] within ten ( 10 ) Business Days after any Selling Person receives Approval A ( the ) ; and(B ) [ # # # # ] within ten ( 10 ) Business Days after any Selling Person receives Approval B, minus the amount ( if any)previously paid to [COMPANY] pursuant to Section ( a)(i)(A ) of this Schedule A;(ii ) Subject to Section ( b ) of this Schedule A, the applicable Earnout Percentage of the Net Sales Payments, payable withinforty - five ( 45 ) calendar days after the end of each calendar quarter during the Earnout Period in the United States, where means Net Sales of Lixivaptan Products sold in the United States by a Selling Person during such calendar quarter, and means:(A ) if a Selling Person has received Approval B at any time prior to the relevant calendar quarter ; or(B ) [ # # # # ] if no Selling Person has received Approval B prior to the relevant calendar quarter;(iii ) The following payments:(A ) the First Sales Milestone Payment, payable within forty - five ( 45 ) calendar days after the calendar quarter inwhich the First Sales Milestone is achieved;(B ) the Second Sales Milestone Payment, payable within forty - five ( 45 ) calendar days after the calendar quarter inwhich the Second Sales Milestone is achieved;(C ) the Third Sales Milestone Payment, payable within forty - five ( 45 ) calendar days after the calendar quarter inwhich the Third Sales Milestone is achieved ; and(D ) the Fourth Sales Milestone Payment, payable within forty - five ( 45 ) calendar days after the calendar quarter inwhich the Fourth Sales Milestone is achieved, but only if a Selling Person has received Approval B at any time prior to the calendar quarter inwhich the Fourth Sales Milestone is achieved ; and(iv ) [ # # # # ] of any Ex - US Payments, payable within ten ( 10 ) Business Days after the Buyer or any of its Affiliates(including the Surviving Corporation ) actually receives such Ex - US Payment ; provided, however, that 5(A ) with respect to any Ex - US Payments consisting of royalties paid to Buyer or its Affiliates by the relevant SellingPerson measured as a percentage of sales of a Lixivaptan Product in a country outside the United States ( ), suchEx - US Net Sales Payments shall equal [ # # # # ] of such Ex - US Net Sales Payments or:(1 ) [ # # # # ] of the applicable sales metric ( including any reductions or adjustments therein ) used in thecalculation of royalties in connection therewith if a Selling Person has received Approval B at any time prior to the applicable calendar quarter;or(2 ) [ # # # # ] of the applicable sales metric ( including any reductions or adjustments therein ) used in thecalculation of royalties in connection therewith if no Selling Person has received Approval B at any time prior to the applicable calendarquarter;(B ) with respect to Ex - US Net Sales Payments, the sales metric ( including any reductions or adjustments therein)used in the calculation of royalties payable by Buyer hereunder shall be the same as the sales metric ( including any reductions or adjustmentstherein ) used in the calculation of royalties payable to Buyer or its Affiliates by the relevant Selling Person ; and(C ) such payments ( excluding any portion of Ex - US Net Sales Payments paid by Buyer hereunder ) will not exceed [ # # # # ] ; and(v ) [ # # # # ] of any US Payments, payable within ten ( 10 ) Business Days after the Buyer or any of its Affiliates ( including theSurviving Corporation ) actually receives such US Payment