definiens: means Arrow International Limited ; 38 OC\1994682.10 ( ii ) means each of ( i ) as defined in the Lenalidomide Agreement ; and/or ( ii ) any other product sold or commercialized by the Buyer or its Affiliates pursuant to ANDA No . 201452 ( and any and all amendments supplements thereto ) ; ( iii ) means the Product Supply Agreement between Arrow International Limited and Natco Pharma Limited, dated as of November 2009 ; ( iv ) shall, for any Earn -out Period, be an amount equal to ( i ) the share of ( as calculated in accordance with the Lenalidomide Agreement ) ; plus ( ii ) the share of proceeds ( whether cash or fair market value of all non -cash consideration ) received pursuant to any settlement to be allocated to Arrow pursuant to Clause 8.5 of the Lenalidomide Agree ment minus ( iii ) any Litigation Costs borne by Arrow in accordance with the Lenalidomide Agreement minus ( iv ) any litigation expenses, including legal fees and disbursements, costs, awards, judgments, claims, settlements and decisions borne by Arrow arisin g out of any claim ( other than claims covered by clause ( iii ) ) arising from the marketing, promotion or sale of Lenalidomide in the Territory ( as defined in the Lenalidomide Agreement ) ; ( v ) means Lenalidomide, excluding, as d efined in the Lenalidomide Agreement ; ( vi ) means ( i ) gross sales proceeds of Other Lenalidomide less such costs as would have been deducted from such sales as if they had been sales of under the Lenalidomide Agreemen t or otherwise would have been deducted pursuant to clause ( iv ) above ( but disregarding the exclusion for claims covered by clause ( iii ) referenced therein ) ; plus ( ii ) the share of proceeds ( whether cash or fair market value of all non -cash consideration ) received by Buyer or its Affiliates pursuant to any other settlement received with respect to Other Lenalidomide ; and ( vii ) means Natco Lenalidomide Net Sales and Other Lenalidomide Net Sales, provided, that in no event shall the amount of the Earn -out Payment be less than zero