definiens: ) that the Registration Statement ( as defined belo w ) is declared effective by the Securities and Exchange Commission ( the ), ( ii ) payment of the Monash Cure Amount and any othe r cure amounts payable with respect to Included Contracts and ( iii ) a royalty payable by P urchaser to Seller equal to 15 % of the Net Sales of Purchaser attributable to Subject Product s ( the ), which Royalty payments shall not exceed $ 16,100,000 in the aggregate . As soon as practicable following the entry of the Approval Order ( as defined below ), Parent shall give irrevocable i nstructions to the transfer agent for the Parent Co mmon Stock ( the ) to issue 300,000 shares of Parent Common Stock i n the name of Seller and to hold a certificate for such shares in escrow until the Eff ective Date pursuant to an escrow agreement in form and substance to be negotiated in good faith to be ente red into among the Transfer Agent, Seller and Purch aser ( the ) . On the Effective Date, if the number of Shares to which Seller is entitled pursuant to the first sentence of his Section 2.1 is less than 300, 000, Purchaser will instruct the Transfer Agent to cancel the escrowed certificate and issue in lieu thereof a ce rtificate representing the number of shares to whic h Seller is so entitled