definiens: means [ Gross Profit derived from sales of Product that arise out of Units of Product prescribed as repor1cd in NDC PharmKeutical Audit Suite { PHASn Prescription Monthly, retail and llllIil onier, minus Hospital Outflow ( as defined herein ) and all prescription Units tied directly to Salix TlITget Physicians as reported by NOC Prescriber -Payer ) . For purposcs of this Agreenlenl . means prescnptions writlen in a IIospital, not tied to a specific physician, but filled in a retail pharmacy . For clarification, an example for calculating the Co­Promotion Fee 15 attached in Appendix F. Gross Profit and Prodoct Profit shall be calculated by Salix by applying GAAP in a manner COlL'listent with prior periods . For purposes of calculating the Co - Promotion Fee . in no event ! hall ! be Gron Profit be less than [ seventy ] percent ( { 70]% ) of Gross Sales of the Product, as invoiced . In the event that any pan of the NDC Data Source data for a Contract Year Quarter is not made available to Sali~ in lime 10 meet the [ fony - five ( 45)J day deadline oontemplatcd above, Salix shall utilize the available prescribing data from the first two ( 2 ) calendar months of .uch Contract Year Qulll1er to make a good faith estimate of the prescriptions written during the final calendar month of such Contract Year Quaner and deliver to Altana a Co_Promotion Fee within ! be [ for1y - five ( 45 » ) day deadline that is calculated based upon soch estimate . Any over or underpaymentthercafter determined 10 have been made when full data for such ContnlCt Year Quaner is IVlllable shall be applied against the Co - Promotion Fee for the next Contract Year Quaner