definiens: means, if the Closing Date is after September 1, 2019, ( i ) the amount equal to ( A ) thecumulative Net Sales of the Product in the period from the Closing Date to the end of the First Sales MeasurementPeriod, divided by ( B ) the number of days in the period from the Closing Date to the end of the First SalesMeasurement Period, multiplied by ( C ) the number of days from September 1, 2019 to the Closing Date, minus ( ii ) thecumulative Net Sales 3 of the Product in the period from September 1, 2019 to the Closing Date . For the avoidance of doubt, Imputed NetSales shall be $ 0 if ( i ) the Closing Date is on or prior to September 1, 2019 or ( ii ) the calculation of Imputed Net Salesis negative