definiens: ) of Product in the Calendar Year ( as defined in the LillyAgreement ; a ) during which such expiration occurs or any Lilly Year thereafter exceed eight hundredmillion USD ( $ 800,000,000 ), LICENSEE agrees to pay Lilly, on behalf of LICENSOR and its Affiliates, five percent(5 % ) of any Lilly Sales of Products in such country in the Territory, on which LICENSEE would not otherwise have anyroyalty obligation under this Agreement in such country in any such Lilly Year until the later of ( a ) the [ * ] anniversaryof first commercial sale of Product in such country or ( b ) the expiration in such country of the last - to - expire LicensedPatent with a Valid Claim ( as defined in the Lilly Agreement ) in a manner sufficient to satisfy the related obligationsunder the Lilly Agreement and Sections 8.2 and 8.5 of this Agreement shall apply to such Lilly Sales of Products in suchcountry(ies ), notwithstanding anything to the contrary