definiens: means, with respect to a particular Calendar Quarter, the diﬀerence between ( a ) the Total Sales PaymentBurden with respect to Net Sales in the Territory during such Calendar Quarter and ( b ) the total, aggregate, combined runningroyalties due and payable under Section 3.4 of the New GLP-1 License, Section 3.3 of the New GLP-2 License, and Section 4.3(a ) ofthe CSMC License on Net Sales in the Territory during such Calendar Quarter ( which running royalties under the CSMC Licenseshall, subject to certain reasonable adjustments thereof, not exceed [ ] % of net sales of Products ( as calculated in a reasonablemanner ) ), which shall, in any event and notwithstanding anything to the contrary, be calculated for purposes of this clause ( b ) takinginto account any credits against such royalties due under Section 3.4 of the New GLP-1 License or [ Section 3.3 ] of the New GLP-2License resulting from the Amunix COC Payments, but without taking into account ( 1 ) any reduction in such royalties due to Amunixor CSMC as a result of the eﬀects or application of ( i ) Section 3.4(b ) or 3.7 of the New GLP-1 License, ( ii ) [ Section 3.3(b ) or 3.6 ] ofthe New GLP-2 License, ( iii ) Section 4.3(g ) of the CSMC License, ( iv ) Section 4.3(h ) of the CSMC License with respect to anyadjustments thereunder not resulting from payments due under the New Licenses, or ( v ) Section 4.3(h ) of the CSMC License withrespect to [ ] ( [ ] % ) of any adjustments thereunder resulting from payments due under the New Licenses or ( 2 ) any expiration ortermination of any obligation to pay runningroyalties with respect to any Product or country as a result of the expiration of the Royalty Term ( as deﬁned in the New Licenses)under either of the New Licenses or any expiration of the obligation to pay royalties to CSMC pursuant to Section 4.3(d ) of the CSMCLicense ( for example, if royalties due under the New Licenses with respect to a Calendar Quarter ’s Net Sales equals $ [ ] prior toapplying any amounts creditable against such royalties due to the Amunix COC Payments, and the Amunix COC Paymentscreditable against such payments total $ [ ], the portion of the amount described in this clause ( b ) attributable to the New Licensesshall, for purposes of the calculating of the Sales - Based Payment with respect to such Calendar Quarter ’s Net Sales, equal $ [ ] )