definiens: shall mean any delivery of PODs by Insutet or any Third Party during the twelve ( 12 ) month period following such termination or expiration to Customers who purchased PODS or PDMs from Distributor during the Term of this AgreemcnL ] ( b ) In the event of termination of this Agreement by lnsulet or Distributor with regard to a Product in any individual country(ies ), [ [COMPANY] shall pay Distributor i.l rrerminalion / Expiralioll Fce calculated as follows :} CONFIDENTIAL 20 UBClJ7 I 6 + 14.9 CONFIDENTIAL [ Termination / Expiration Fce : ; : : : US$ 6.00 * number of deliverie s of PODs by [COMPANY] or any Third Party in the respective country(ie s ) during the twelve ( 12 ) month period following ~uch termination to Customer . ' ; who purchased PODS or PDM ~ from Distributor during the Term of this AgrecmenLI [ iThe Termination / Expiration Fec shall be determined on a qU < Htcrly basis and paid to Distributor within sixty ( 60 ) days after the close of each Calendar Quarter after the expiration or tennination of this Agreement.1 The Parties agree that lthe Tennin;J.li on / Expiration Fce sci forth in this Section 10.5 is based on Ihe assumption that the number of PODs delivered per Customer will remain constant during the Term and/or the twelve ( 12 ) month period following termination or expiration of Ihis Agreemenl.lln the event that [ the number of PODs delivered per Customer decreases during the Term and/or the twelve ( 12 ) month period following termination or expiration of this Agreement due to reasons in Insulet"s responsibility, including . without limitation . new version of PODs containing more insulin . the P;uties shall negotiate in good faith and ugree on a fair and equitable adjustment of the TerminutionlExpimtion Fee of USS6.00 per delivered POD . ] ARTICLE XI RIGHTS I\NO OBLIGATIONS UPON TERMINATION Section 11.1 Cessation of RighI ) of this Agreement for any reuson whatsoever, no Party and none of its directors, officers . stockholders or Arriliates shall have any further liability or obligatio n to the other Party under this Agreement, except with respect to Sections 2.5(m ), 3.I(d ), 4.6,4.7