definiens: means the earliest to occur of the following : ( i ) January 1, 2023 ; ( ii ) The date of a final decision from which no app eal ( other than a petition to the U.S. Supreme Court for a writ of certiorari ) has been or can be taken, holding all claims of the Licensed Patents asserted and adjudicated against a third party to b e invalid, unenforceable or not infringed by a thir d party ’s filing of an Abbreviated New Drug Applicati on for marketing approval of a generic version of the DUEXIS Product or sale of a product that is a g eneric equivalent of a DUEXIS Product ; ( iii ) The date ( x ) that is [ ... * * * ... ] days prior t o a first commercial sale of a Generic Equivalent Product in the Territory by a third party pursuant to a license or other written authorization granted to such third party by any of the Licensors pursuant t o the DUEXIS NDA ( such prior date, ) or ( y ) on which a commercial sale of a Generic Eq uivalent Product that is a Therapeutic Equivalent of the DUEXIS Product by a third party w ould be permitted in the Territory pursuant to a license or other written authorization granted to s uch third party by any of the Licensors ; provided, however, that Licensors shall have provided written notice to [COMPANY] within [ ... * * * ... ] business days aft er entering into any agreement with a third party that licenses or authorizes such third party to sell a Generic Equivalent Product, such date not to be lat er than [ ... * * * ... ] days prior to [COMPANY] ’s Prior - to - AG Date ; ( iv ) The date of a first commercial sale in the Ter ritory by a third party, without license or authorization by the Licensors, of a Generic Equiva lent Product ; provided, however, that in the event such third party ceases the sale and distribution o f such Generic Equivalent Product, or the Licensors subsequently obtain an injunction enjoining such th ird party ’s sale and distribution of such Generic Equivalent Product, [COMPANY] shall cease sale and distri bution of any [COMPANY] ’s Generic Tablets in the Territor y, and the Generic Entry Date shall be deemed not to h ave occurred ( unless otherwise provided hereunder ) unless and until sale and distribution o f such Generic Equivalent Product in the Territory by such third party is resumed and, if Licensors ob tained an injunction, following the lifting of such injunction, it being acknowledged and agreed, for t he avoidance of doubt, that [COMPANY] shall not be deemed to be in breach of this clause ( iv ), for which it m ight otherwise be subject to any damages, penalties or any other monetary award for * * * Confidential Treatment Requested -3- sales made by [COMPANY] of [COMPANY] ’s Generic Tablets in the T erritory after such third party ceases the sale and distribution of such Generic Equivalent Product or the Licensors subsequently obtain an injunction against such third party, if [COMPANY] ’s sales and distri bution prior to cessation thereof or obtainment of injunction was limited to its then - remaining invent ory of [COMPANY] ’s Generic Tablets ; and ( v ) Subject to [COMPANY] ’s payment of the Profit Share, t he first day of the first [ ... * * * ... ] after a Marke t Decline that occurs based on [ ... * * * ... ]