definiens: means ( a ) the sum of ( i ) the aggregate of any and all Min imum Consideration Quarterly Reconciliation Payments ( as such term is defined in the License Agreement ) made at any time and relating to any period beginning on or after 1 Janu ary 2012 by [COMPANY] to [COMPANY] pursuant to Section 7.4.1(a ) of the License Agreeme nt plus ( ii ) the aggregate of any and all Minimum Consideration Annual Reconciliation Payment s ( as such term is defined in the License Agreement ) made at any time and relating to a Contr act Year ( as such term is defined in the License Agreement ( for the avoidance of doubt, after giving effect to the First Amendment to License Agreement ) for purposes of Section 7.4 thereof ) beg inning on or after 1 January 2012 by [COMPANY] to [COMPANY] pursuant to Section 7.4.2(a ) of the License A greement, less ( b ) the aggregate of any and all Minimum Considerat ion Annual Reconciliation Refunds ( as such term is defined in the License Agreement ) made at any time and relating to a Contract Year beginning on or after 1 January 2012 by [COMPANY] to Sa lix pursuant to Section 7.4.2(b ) of the License Agreement