definiens: means ( a ) with respect to the Initial Royalty Term, € [ * * ] Euros ) per Unit ; and ( b ) with respect to the Subsequent Royalty Term, an amount per Unit equal to Faes ’ actual COGS per Uni t ( not to exceed in any event € [ * * ] Euros ) per Unit ) ; provide d, however, that ( 1 ) in the event that Faes ’ actual COGS per Unit during such Subsequent Royalty Term exceed € [ * * ] Euros ) per Unit, Faes shall have the right to te rminate its obligation to Manufacture and supply Finished P roduct to Marathon under Section 6 of this Agreemen t on at least twelve ( 12 ) calendar months ’ prior written no tice of such termination ( provided that, as a condi tion to exercising such termination right, Faes shall [ * * ] in which case, Marathon shall be [ * * ] ; and ( 2 ) in t he event that Faes ’ does not terminate its obligation to Manufact ure and supply Finished Product to Marathon under S ection 6 of this Agreement in accordance with the foregoing clause ( 1 ), [ * * ]