definiens: means a product containing * * * * * * * * that competes with * * * * * * * * ; means, in respect of any Earn - out Period, the payment to be made by the Purchaser to theVendors in respect of such Earn - out Period, calculated in accordance with paragraph 2.1 or 2.2 of this Schedule9 ; means : ( a)the First Earn - out Period ; and/or ( b)the period commencing on the day following the end of the First Earn - out Period and ending on the datefalling three months after the end of the First Earn - out Period ; and/or ( c)each subsequent three month period up to and including the three month period ending on the date fallingtwo calendar years after Completion ; has the meaning given in paragraph 3.1 of this Schedule 9 ; means the period from the Completion Date to ( and including ) the date falling 3 monthsafter the Completion Date ; means the first four Earn - out Periods ; means tablets containing * * * * * * * * sold by the Group pursuant to Marketing Authorisations at the date ofthis Agreement ( including, for the avoidance of doubt, those products set out in part B of this Schedule 9 ) ; means, in respect of any Earn - out Period, the sum of the costs of each of the followingapplicable to the * * * * * * * * sold in the UK by the Group or the Purchaser Group to a third party during such Earn - outPeriod and included in the calculation of * * * * * * * * Gross Sales for such Earn - out Period ( the ), ineach case calculated on a basis consistent with the accounting policies, principles, bases, practices, methods, conventions, rules and estimation techniques actually applied in the preparation of the Accounts as at theBalance Sheet Date, to the extent that such policies ( and the amounts resulting from their application are inaccordance with UK GAAP, applied on a consistent basis : ( a)the third party costs to the Group in connection with the acquisition of the Relevant * * * * * * * *, including, at thedate of this Agreement the third party manufactured cost from Tiofarma BV set out in Part C of thisSchedule 9 ( it being acknowledged that such costs includes all applicable API costs, testing costs, QPrelease costs and packaging costs ) ; 76 = CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED AND HAVE BEENSEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO ANAPPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED