definiens: means Seven Million Five Hundred Thousand Dollars ( $ 7,500,000 ) ; provided that the Hurdle Amountshall be reduced to Three Million Seven Hundred Fifty Thousand Dollars ( $ 3,750,000 ) in the event that ( i ) a Sale Transactionis consummated on or prior to the first anniversary of the Closing Date and ( ii ) the aggregate Net Proceeds received by Buyersin such Sale Transaction exceed 150 % of the aggregate amount invested or otherwise paid by Buyers in respect of theAcquired Assets or the Product, including the Purchase Price, any Milestone Payments, any U.S. Profit Sharing Payments, anyROW Royalty Payments, any fees and expenses relating to the negotiation, consummation or enforcement of the TransactionDocuments, any litigation or dispute resolution awards or settlements, and any fees, charges and expenses relating to thedevelopment, testing, manufacture, registration or otherwise in connection with the Acquired Assets or the Product