definiens: means a Notice of Compliance from TPD ; means the date on which regulatory approval for any generic version of a Product has been granted or issued to an arm 's length third party with no direct relationship to the Purchaser, including without limitation an NOC and/or DIN ; means the non - competition agreement in the form substantially attached hereto as Exhibit E ; has the meaning ascribed thereto in Section 5.2.1 ; means an allegation made pursuant to the Patented Medicines ( Notice of Compliance ) Regulations ; means an Employee who accepts an offer of employment made by the Purchaser ; means any order, directive, judgment, decree, award or writ of any Tribunal ; has the meaning ascribed thereto in Section 3.8.1 ; has the meaning ascribed thereto in Section 4 . 1.21 ( a ) ; means the Vendor and the Purchaser and means either one of them ; has the meaning ascribed thereto in Section 3.7.1 ; means the Patented Medicines Prices Review Board as constituted under the Patent Act ( Canada ) ; means a reduction of up to [ thirty percent ( 30.0 % ) ] of Net ~.1 . * Sales of the applicable Product in any month after the occurrence of a NOC Event when compared to the Reference Period ; for any day means the rate of interest expressed as a rate per annum that the Royal Bank of Canada establishes at its office in Montreal, Quebec as the reference rate of interest that it will charge on that day for Canadian dollar demand loans to its customers in Canada and which it at present refers to as its prime rate ; means the following : PERMAX ® ( pergolide mesylate ) ; ZANAFLEX ® ( tizanidine hydrochloride ) ; DIASTAT ® ( diazepam rectal gel ) ; ALERTEC ® ( modafinil ) ; and HECTOROLTM ( 1 ° C -hydroxyvitamin d2 ) ; and, in each case : CH02/22304967.3 11