definiens: means, in respect of any Earn - out Period, the gross amount invoiced for sales of * * * * * * * * inthe UK by the Group or the Purchaser Group to a third party, in each case calculated on a basis consistent withthe accounting policies, principles, bases, practices, methods, conventions, rules and estimation techniquesactually applied in the preparation of the Accounts as at the Balance Sheet Date, to the extent that such policies(and the amounts resulting from their application ) are in accordance with UK GAAP, applied on a consistentbasis ; means, in respect of any Earn - out Period, * * * * * * * * Gross Sales less * * * * * * * * Expenses inrespect of such Earn - out Period ; has the meaning given in paragraph 3.2 of this Schedule 9 ; and means the second four Earn - out Periods ( being the Earn - out Periods which are not in the FirstYear )