definiens: ., Market tountries as a result ofre·importation or gflIy market sales . shall mean each and every COUlltry that is DOt a Major Market oountry and ( i ) that is the subj(:(:1 of a Diligern;t Notic.e delivered to VerteJ [ pursuant to Settion 5.3 of this Agreement, or ( ii ) in which there have been DO commerc ial sales of Drug Product on or before the tirst anniversary after the date on whith there have been commertial sales of Drug Products in all Major Market countries ", .. hich at that time are included in the Territory . If [COMPANY] elects to market and :> ell Drug Product in any tountry pursuant to this Section 5.4.2, Avalonshall ( i ) work diligently with [COMPANY] toobtain any IJecessary Regulatory Approvals to market and sell Drug Product in that country ; and ( il ) supply [COMPANY] 's requirements for Drug Products for sale in that country at the Manufatturing Cost thereof . [COMPANY] shall report all Net Sales to [COMPANY] on a IIHIIoFl ~ fl ) ' basis, and shall n : tain from such amounts the sum of . ( n ) nil direci cas ! ! ! IIoSS ecilllcd wilh Ihe ffilloflteling lind sale ef slien OrIIg Predllel.s ( in ~ llIdiHg Lhe MafilifaetHring Cast ) ; ( 6 ) Lhe am9ltm Illloyable IIoS ro ~ ltin an sHch } ! et SKies 1105 providul elsewhere in this Agre ~ lfIenl ; lIoud ( 8) teu Ilereenl ( I QlI {, ) sf slteh } ! el 8111es . and shall pay to [COMPANY] any n : maining Net Sales . If al any lime [COMPANY] wishes to market and sell Drug Product in II country in [COMPANY] is marketing and selling Drug Product pursuant to its rights WIder this Section 5.4.2, then [COMPANY] 's rights to market and sell Drug Product pursuant to this S(:(:tion 5.4.2 shall tellDinatc on the f.if5\ IHlRiv@f58F:1 of receiving a wrinen notic.e to that eff(:(:t from [COMPANY], provided, hoW(:ver, that [COMPANY] shall thereafter diligently market and sell Drug Product in such country for the tenn of this Agreemen t