definiens: has the meaning given in paragraph 2.5 ; means, in respect of each Earn Out Period, the st atutory accounts of each Buyer Group Company who has sold the Product during such Earn Out Period showing the Earn Out Sales achieved for that Earn Out Period and prepared in a ccordance with Paragraph 2 of this Schedule and which become final and binding in accordance with ( as appropriate ) Paragraph 3.4, 3.6 or 4.7 of this Schedule 10 ; means the date on which the Earn Out Accounts bec ome final and binding in accordance with ( as appropriate ) Paragraph 3.4, 3.6 or 4.7 of this S CHEDULE 10 ; means the aggregate of the Earn Out Payments ; means, for each Earn Out Period, $ 1,500,000 ; means either the First Earn Out period or the Sec ond Earn Out Period, as applicable ; means, in relation to the each Earn Out Period th e Net Selling Price as shown by the relevant Earn Out Accounts ; means the period of 12 months starting on the dat e that is the third anniversary of the Completion Date ; shall mean the Buyer ’s ex factory price ( i.e., th e gross amount invoiced by the Buyer ), during the applicable Earn Out Period, for sales of Product ( excluding samples and free goods ) in the Territory to non - Affiliate customers ( e.g., wholesalers or other buying groups, health insuranc e carriers, governmental agencies or other institutio ns ), excluding VAT ; shall mean the Gross Selling Price reduced by : ( a ) statutory and legal discounts and/or price structur e, trade and quantity discounts, rebates, credits and allowances in accordance with industry standard s and Applicable Laws, and Accounting Standards ; and ( b ) credits or allowances actually granted on account of rejections, returns, reductio ns granted to wholesalers, buying groups, health insurance, carri ers, governmental agencies, and other institutions ; and PROJECT CEPLENE APA ( E XECUTION VERSION ) PAGE 59 OF 70 CONFIDENTIAL ( c ) Value Added Tax and any other applicable taxes or contrib utions defined by local regulation ; and means the period of 12 months starting on the dat e that is the fourth anniversary of the Completion Date