definiens: means, with respect to each Company Holder, the percentage set forth on the Allocation Schedule underthe heading or, solely with respect to Royalty Payments and payments required to be made to Company Holders bythe Shareholders ’ Representative in accordance with Section 2.9(g ), in each case, payable after the fifth anniversary of the Closing Date,“Pro Rata Percentage – Royalty Payments and Section 2.9(g ) Payments Paid After the Fifth Anniversary of the Closing Date . ” 17 means a divesting sale or other disposition of all or substantially all of the rights to Company Products ( otherthan a Rights Transfer Event ) during the Earnout Period by Buyer or its Affiliates to a Third Party ; provided, that a Product Sale shall notinclude a sale or disposition of all or substantially all the assets of Buyer ( whether by merger, sale of stock, sale of assets or otherwise )