definiens: ( f ) ' Territory ' means each and every country of the world other thanthe United States, Canada, Japan and Korea ; provided, however, that Medi - Jectwill afford [COMPANY] a first right of refusal with respect to Korea beforegranting to any third party the rights in such country with respect to theProduct and the Technology to use and market the Product f or the administrationof hGH . " 5 ) In consideration of the amendment referred to in paragraph 4 hereof, [COMPANY] is paying to Medi - Ject $ 50,000 upon execution of this Amendment, receiptof which is acknowledged . Subject to the last sentence of this paragraph, [COMPANY] will use its best efforts to obtain regulatory approvals for the Productand to commercialize the Product after obtaining such regulatory approvals inthe countries in the Territory . [COMPANY] will pay to Medi - Ject $ 40,000 upon thefirst commercial sale of the Product in each country not included in thedefinition of the Territory as originally defined in the Agreement ( the ) ( such payment is herein referred to as a ) . Upon [COMPANY] paying to Medi - Ject five such CommercializationLicensing Fees, a cumulative amount of $ 200,000, no further CommercializationLicensing Fee shall be payable . If, after one year following the completion datef or the final production model f or the Product, commercial introduction of theProduct has not taken place in . at least five New Countries, [COMPANY] will pay toMedi - Ject the amount of $ 100,000 less the sum of any payments previously madepursuant to the preceding provisions of this paragraph 5, and the balance withrespect to such number of New Countries less than five in which commercialintroduction has not taken place will be paid on commercial introduction . Anypayment pursuant to the preceding sentence will be applied pro rata to thenumber of New Countries less than five for which no payment had previously beenmade during the one - year period . If, however, prior to the end of one yearfollowing the completion date for the final 20 < PAGE > production model for the Product, there have occurred significant changes in themarket for hGH such that commercial introduction of the Product is not, in thereasonable judgment of [COMPANY], commercially viable, [COMPANY] may, withoutfurther payment of any Commercialization Licensing terminate its rights withrespect to the New Countries