definiens: means the proportionate Liability to be allocated solely betweenAZ and its Affiliates on the one hand, and Seller and its Affiliates on the other hand, based on ( i)the amount of Products sold to ultimate consumers ( or administered to participants in clinicaltrials ) prior to the Closing in respect of such Liability ( which would result in an Excluded Liability)relative to ( ii ) the amount of Products sold to ultimate consumers ( or administered to participantsin clinical trials ) following the Closing in respect of such Liability ( which would result in anAssumed Liability ), taking into account the liability sharing by the*CONFIDENTIAL TREATMENT REQUESTED . CONFIDENTIAL PORTION HAS BEEN FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION96parties under the Amylin Collaboration Agreement, Saxa Collaboration Agreement or DapaCollaboration Agreement, as applicable, as in effect immediately prior to the Closing