definiens: means, with respect to the registration dossier submitted for the first indication for the Product, the receiptof : the by the FDA, of the by the EMEA, or the bythe MHLW . If [COMPANY] disputes, in good faith, the accuracy of the projected Net Sales submitted by EOS, theParties agree to engage a reputable 17.Third Party consultant to conduct a standard projection analysis to determine the estimated first year of Net Sales . Ifthe final estimate for the applicable Product is lower than $ * * *, then the applicable milestone payment shall beadjusted as follows : if the milestone under Section 8.2(a)(v ) is applicable, then milestone shall be adjusted from $ * * * to $ * * * ; if the milestone under Section 8.2(a)(vii ) is applicable, the milestone shall be adjusted from $ * * * to $ * * * ; and ifthe milestone under Section 8.2(a)(viii ) is applicable, the milestone shall be adjusted from $ * * * to $ * * * . In the eventthat any milestone is adjusted, the applicable amounts removed from the milestone payment obligations underSection 8.2(a ) shall be moved to Section 8.3 in the following manner : ( a ) the first $ * * * subject to an adjustment will betransferred to Section 8.3(a ), the next $ * * * subject to an adjustment will be transferred to Section 8.3(b ) ; and the last$ * * * subject to an adjustment will be transferred to Section 8.3(c ) . Each transferred amount will be subject to atransfer fee of * * * % per annum until fully paid under the applicable milestone payment under Section 8.3 ; provided thatthe total transfer fee shall not exceed an amount equal to * * * % of the transferred amount