definiens: shall mean for the periodending twelve full calendar months from the First Commercial Sale and for each twelve month period thereafter, [ * * * ] of the total units of branded and generic Lovenox ® product ( including the brand name product, the Product, anyAuthorized Generic Product and any Competitive Product ) sold for distribution into the Territory for the immediatelypreceding calendar year as reported by IMS Health ( or such other nationally recognized data compilation source asmutually agreed ) ; provided that, if the First Commercial Sale occurs during calendar year 2005, then the MaximumAnnual Product Units for the period ending twelve full calendar months from the First Commercial Sale shall bedeemed to be [ * * * ] units of Product . For each twelve month period beginning after the First Commercial Sale ( otherthan as provided above if the First Commercial Sale occurs in calendar year 2005 ), the Maximum Annual ProductUnits shall be established as soon as data from IMS Health ( or such other nationally recognized source as mutuallyagreed ) for the immediately preceding calendar year becomes available to the parties and once the Maximum AnnualProduct Units for the then current twelve month period is established, it shall be effective retroactively to thebeginning of and shall be fixed through such twelve month period . Without limiting the foregoing, but by way ofexample : If the First Commercial Sale occurs on September 1, 2005, then the Maximum Annual Product Units for thetwelve month period ending with August 31, 2006 would be [ * * * ] units of Product . As a result, Purchaser would haveno right to order or purchase, and Seller would have no obligation to supply, more than [ * * * ] units of Product during thetwelve month period ending August 31, 2006 . Assuming that [ * * * ] total units of branded and generic Lovenox ® productwere sold for distribution into the Territory for the 2005 calendar year as reported by IMS Health, then the newlyestablished Maximum Annual Product Units for the twelve month period ending August 31, 2007 would be [ * * * ] unitsof Product ( i.e., [ * * * ] units ) . As a result, Purchaser would have no right to order or purchase, and Seller would have noobligation to supply, more than [ * * * ] units of Product during the twelve month period ending August 31, 2007 . Theforegoing process would be repeated once each twelve month period thereafter to establish the Maximum AnnualProduct Units for the then current twelve month period . At Purchaser ’s request from time to time, the parties shalldiscuss increasing the then existing Maximum Annual Confidential treatment has been requested for portions of this exhibit . The copy filed herewith omits the informationsubject to the confidentiality request . Omissions are designated as [ * * * ] . A complete version of this exhibit has beenfiled separately with the Securities and Exchange Commission