definiens: shall be defined as the gross amount invoiced by ENDO or its sublicensees or Affiliates for the sale or other disposition of Licensed Product to independent third parties less the following amounts : ( i ) normal and customary trade, cash and quantity discounts actually given, credits, price adjustments or allowances for damaged produ cts, returns or rejections of products ; ( ii ) chargeback payments and rebates ( or the equivalent thereof ) granted to group purchasing organizations, managed health care organizations or to federal, state / provincial, local and other governments, including th eir agencies, or to trade customers ; ( iii ) freight, shipping insurance and other transportation expenses directly related to the sale ( if actually borne by ENDO, its Affiliates or sublicenses without reimbursement from any third party ) ; ( iv ) required distr ibution commissions / fees payable to any third party providing distribution services to ENDO ; ( v ) expired Product ; ( vi ) sales, value -added, excise taxes, tariffs and duties, and other taxes and government charges directly related to the sale, to the extent that such items are included in the gross invoice price and actually borne by ENDO, its Affiliates or sublicensees without reimbursement from any third party ( but not including taxes assessed against the income derived from such sale ) ; and ( vii ) provisions for actual uncollectible accounts determined in accordance with U.S. generally accepted accounting practices, consistently applied to all products of ENDO . shall be defined as any twelve ( 12 ) month period commencing on the first day of Janua ry of any year . ” Confidential Page 5 CONFIDENTIAL TREATMENT REQUESTED 12 . Amendment to Section 2.5 ( Product Shipments ) . The following shall be added to the end of Section 2.5 : “ Notwithstanding the foregoing, the parties agree that ( 1 ) TEIKOKU will supply Bulk Product to ENDO at ENDO ’s designated bulk Product receiving center as may be designated as such by ENDO in writing to TEIKOKU from time to time ; ( 2 ) after TEIKOKU is notifi ed by ENDO that the shipment of bulk Product has reached ENDO ’s designated bulk Product receiving center ( i.e., * * * ), TEIKOKU will issue to ENDO a commercial invoice in accordance with this Agreement ; ( 3 ) upon issuance of such commercial invoice to ENDO, o wnership of the Product will be transferred from TEIKOKU to ENDO ; and ( 4 ) ENDO is responsible for all costs of final packaging and any actual losses related thereto . ” As of April 24, 2007, means * * * of Product in a bulk shipping box with one envelope containing one Product . ” 13 . New Section 4.3 . A new Section 4.3 shall be added to the Agreement as follows : “ 4.3 In the event ENDO exercises its option for a license to market, sell and promote the Product in Canada and Mexico under the Related Agreement, TEIKOKU hereby grants ENDO an exclusive ( even as to TEIKOKU ) license to Intellectual Property Rights in such countries, to use, market, sell, or offer for sale, the Product it being understood that should [COMPANY] become the sole and exclusi ve distributor of * * * in such countries, this grant shall apply thereto as well . ” 14 . Amendment to Section VI ( TERM ) . Section VI shall be deleted and replaced in its entirety with the following : “ VI . Term This Agreement shall begin on the date writ ten above and not expire until December 31, 2021, unless terminated in accordance herewith . After December 31, 2021, this Agreement shall be automatically renewed on the first day of January each year unless ( i ) the parties agree to terminate this Agreemen t upon mutual written agreement authorized and signed by both parties or ( ii ) a party terminates this Agreement with 180 -day written notice to the other party, which notice shall not in any event be effective prior to July 1, 2022 . If [COMPANY] is the terminati ng party pursuant to clause ( ii ) of the preceding sentence, [COMPANY] shall be responsible for any existing firm order outstanding on the effective termination date . Notwithstanding the foregoing, the parties may terminate this Agreement upon mutual written agr eement authorized and signed by both parties at any time