definiens: shall mean any amounts ( including Ex - US Net Sales Payments ) actually received by theBuyer or any of its Affiliates ( including the Surviving Corporation ), calculated net of Taxes incurred by the Buyer or any of its Affiliates(including the Surviving Corporation ) in connection with the receipt of such amounts ( which Taxes shall be deemed to be incurred at acombined rate of 42 % ( the ) ) and without duplication, after the Effective Time from a Selling Person or its Affiliate ( otherthan the Buyer or its Affiliates ) in consideration : ( A ) for granting a Selling Person a license, sublicense or other similar rights with respect to aLixivaptan Product ( including a license or sublicense of any Lixivaptan Patent Rights ) outside the United States at any time prior to the end ofthe applicable Earnout Period, ( B ) for selling, assigning or transferring to a Selling Person any Company Intellectual Property or Third PartyIntellectual Property owned by or licensed to the Company or any of its Subsidiaries as of immediately prior to the Effective Time ( includingany Lixivaptan Patent Right ), outside the United States at any time prior to the end of the applicable Earnout Period, or ( C ) for consummatingan Ex - US Lixivaptan Product Line Sale at any time prior to the end of the applicable Earnout Period ; provided, that, with respect any sale ofactive ingredient in bulk, such amounts shall only include the net profit realized by Buyer and its Affiliates with respect to such sale and theBuyer and the Indemnification Representative shall negotiate in good faith upon such a sale to agree upon the calculation thereof . For theavoidance of doubt, Ex - US Payments exclude the portion of any payments made to Buyer or its Affiliates by a Selling Person in respect of theBuyer ’s obligations to make a Sales Milestone Payment pursuant to this Agreement which portion is required to be paid by Buyer hereunder