definiens: shall mean, with respect to aTYSABRI Transaction in a Major Market Country, the amount(s)obtained by multiplying ( A ) the Threshold in effect under Section4.2(d)(i ), if applicable, and Section 4.2(d)(ii ) immediately prior to theconsummation of such TYSABRI Transaction, by ( B ) the ThresholdReduction Fraction applicable to such TYSABRI Transaction;provided, however, that if such TYSABRI Transaction is non - exclusive in such Major Market Country ( that is, [COMPANY] Idec or anyof its Affiliates will continue to have a right to sell TYSABRI in suchMajor Market Country that is presently exercisable, and notcontingent upon the occurrence of some event or the passage oftime, from and after the consummation of such TYSABRITransaction ), then [COMPANY] Idec shall determine, in good faith and ona reasonable basis ( including the terms and conditions of theTYSABRI Transaction ), the Threshold Reduction Amount in lieu ofapplying the formula above