definiens: ( as definedin the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ), ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonixAgreement ), ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ) and the Sales / Profit Contingent Payment Amount set forth on eachrelevant Contingent Payment Certificate . If the final Agreed Contingent Payment Amount determined pursuant to thisSection 2.7(e ) is greater than the Sales / Profit Contingent Payment Amount set forth on the relevant Contingent PaymentCertificate by an amount equal to more than $ 1,000,000, Buyer shall pay all of the reasonable out - of - pocket costs andexpenses actually incurred by Seller in connection with such Contingent Payment Audit