definiens: shall mean ( i ) with respect to a given Impax ANDA Product in a Quarterly Period, theremainder, if any, that results from Net Sales in the Territory of such Impax ANDA Product minus the Fully AllocatedManufacturing Costs and Sales and Distribution Costs specific for such Impax ANDA Product ; or ( ii ) with respect to a givenImpax Authorized Generic Product in a Quarterly Period, the remainder, if any, that results from Net Sales in the Territory ofsuch Impax Authorized Generic Product minus ( a ) the Transfer Price and Sales and Distribution Costs specific for such ImpaxAuthorized Generic Product ( b ) Impax ’s fully allocated costs associated with packaging Impax Authorized Generic Product, and ( c ) amounts Impax is contractually obligated to pay to a Third Party during such calendar quarter ( calculated as thedifference between the price such Third Party would have paid Impax for such Generic Equivalent Product and the price suchThird Party was required to pay to purchase such generic 5 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, ASAMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER