definiens: means the sum of ( a ) $ 260,000,000 ( or, in the event that Purchaser receives at least [ * * * ] in respect of the Initial Product Payment Amount with respect to Net Sales of Product occurring on or before [ * * * ], then $ 235,000,000 ), ( b ) the aggregate amount reimbursed to [COMPANY] and/or the Seller by the Purchaserdirectly pursuant to Section 5.06(h ) because amounts deposited in the Joint Concentration Account over time areinsufficient, in the first instance, to reimburse [COMPANY] and/or the Seller for Operating Expenses or costs orexpenses incurred by either of them in taking any of the actions described in Section 5.06(c ), 5.06(f ) or 5.06(g ) andnot awarded to or recovered by the Purchaser as reimbursement for those reimbursed amounts in connection with anyjudgment, settlement or other resolution of any of those matters, and ( c ) the aggregate costs and expenses ( includingattorneys ’ fees ) of the Purchaser in bringing any suit or proceeding or taking any other legal action to enforce its rightsunder this Agreement that are not awarded to or recovered by the Purchaser as reimbursement of such costs andexpenses in connection with any judgment, settlement or other resolution for any such suit, proceeding or other legalaction