definiens: means the amount of ordinary course sales returns made after the Closing Date and primarily relating to sales of the Products prior to the Closing Date, but only to the extent such post -Closing sales returns exceed $ 2,000,000 and are less than $ 2,8 00,000 ( in other words, this amount will in no event be greater than $ 800,000 ) . In furtherance of the foregoing, sales returns of the Products for both Historic Lots and Seller ’s pro rata portion of the Shared Lots ( based on the percentage of net Shared Lo t products sold pre -Closing, understanding that such percentage may fluctuate from time to time after taking into account additional sales of Shared Lot Products made post -Closing or returns previously allocated hereunder ) will be covered by the Seller with respect to the first $ 2,000,000 of such sales returns . The next $ 800,000 of sales returns of the Products for both Historic Lots and Seller ’s pro rata portion of the Shared Lots are assumed by the Buyer and constitute the Assumed Sales Returns . Any sales returns of the Products in excess of $ 2,800,000 for both Historic Lots and Seller ’s pro rata portion of the Shared Lots will be covered 2 by Seller . Seller ’s historic pricing of the Historic Lot and portion of the Shared Lot will be used for purposes of calculating the value of the returns for which Seller is liable