definiens: means the actual amount of Ope rational Overhead expense that is a direct cost of Buyer and its Affiliates, to the extent attribut able to the Combined Products on a pro rata basis, expended during the relevant Calendar Year that is used for Operati onal Overhead to support optimization of Combined N et Sales, which amount shall be allocated as reasonably deter mined by Buyer in a manner consistent with Buyer ’s forecasts with respect to the Combined Products that have bee n provided to Seller ’s Representatives via e - mail o n August 16, 2019 ; provided, that the Expense Allocation sha ll not exceed $ 25,000,000 per Calendar Year ( pro - ra ted from the Closing for 2019 ), adjusted annually commencing in 2020 through 2024 to reflect annual increases i n the Consumer Price Index for All Urban Consumers ( CPI - U ), prior to January 1, 2025