definiens: means, for any period, the Consolidated Net Income for such period, plus:(a ) without duplication and to the extent already deducted ( and not added back ) in arriving at such ConsolidatedNet Income, the sum of the following amounts for such period:(i ) total interest expense, including any imputed interest expense relating to the CVRs, and, to the extent notreflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into forthe purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs ofsurety bonds in connection with financing activities, letter of credit fees and commitment fees,(ii ) provision for taxes based on income, profits or capital, including state, franchise, withholding and similar taxespaid or accrued during such period,(iii ) depreciation and amortization ( including amortization of capitalized software expenditures and amortization ofdeferred financing fees),(iv ) Non - Cash Charges,(v ) ( x ) any extraordinary, unusual or non - recurring expenses or losses related to the Company ’s acquisition of APP, including restructuring costs, integration costs, expenses arising as a result of the transactions contemplated by theMerger Agreement, including the issuance, maintenance and settlement of the CVRs, transaction fees and expenses and(y ) expenses ( not to exceed $ 1 million in the aggregate ) arising out of the Spin - Off and the related transactions, 2(vi ) any costs or expenses ( excluding Non - Cash Charges ) incurred pursuant to any management equity plan or stockoption plan or any other management or employee equity benefit plans or agreements or any stock subscription orshareholder agreement,(vii ) losses on sales of fixed assets ( other than ordinary course asset sales),(viii ) any non - cash increase in expenses ( a ) resulting from the revaluation of inventory ( including any impact ofchanges to inventory valuation policy methods including changes in capitalization of variances ) and any other one timeNon - Cash Charges resulting due to any change in accounting policy, or ( b ) due to purchase accounting associated withthe transactions contemplated by the Merger Agreement, including the issuance of the CVRs,(ix ) expenses with respect to liability or casualty events or business interruption only to the extent of anyreasonably anticipated insurance recovery, and only to the extent that such recovery has not already been booked inConsolidated Net Income,(x ) any expenses or losses related to the research, development, manufacturing, marketing, selling and distributionof products, molecules or delivery forms of molecules not included in Company Products, including all direct andindirect costs calculated with the average indirect cost ratio for the Company and its Subsidiaries,(xi ) research and development expenses relating to the build - out of facilities and costs incurred to transferproduction to or start - up any facilities, including costs incurred to ready such facilities for use and costs, such asunfavorable manufacturing variances, incurred prior to achieving planned production levels, and costs incurred tomodernize marketed products as incurred, but in any event not to exceed $ 34.9 million during the CVR MeasurementPeriod,(xii ) any expenses or losses related to the registration, manufacturing, marketing, selling and distribution ofproducts outside North America ( other than with respect to Company Products sold or distributed outside of NorthAmerica as of the date of the Merger Agreement ), including all direct and indirect costs calculated with the averageindirect cost ratio for the Company and its Subsidiaries,(xiii ) any deductions attributable to minority interests,(xiv ) any expenses or losses arising out of the Consulting Agreement, dated the date of the Merger Agreement, among the Company, Dr. Patrick Soon - Shiong and Parent, less(b ) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of thefollowing amounts for such period:(i ) extraordinary and unusual or non - recurring cash gains, 3(ii ) non - cash gains ( excluding any non - cash gain to the extent it represents the reversal of an accrual or reservefor a potential cash item that reduced Consolidated Net Income in any prior period),(iii ) gains on sales of fixed assets ( other than ordinary course asset sales),(iv ) any net after - tax income from the early extinguishment of indebtedness or hedging obligations or otherderivative instruments, and(v ) all one - time gains from investments recorded using the equity method,(vi ) all incremental net revenue from the sale of molecules and delivery forms of molecules not included inCompany Products,(vii ) all incremental net revenue from the sale of products outside of North America ( other than with respect toCompany Products sold or distributed outside of North America as of the date of the Merger Agreement),in each case, as determined on a consolidated basis for the Company and its Subsidiaries ( or with respect to the period prior tothe date hereof, determined on a consolidated basis for APP and its Subsidiaries ) in accordance with GAAP