definiens: shall mean, with respect to each ofthe First Minimum Threshold Period and the Second Minimum Threshold Period, USD $ [ * * * ] ofannual gross revenue received by [COMPANY] from sales of the Assay in the Territory ( for clarity, during any overlap between the First Minimum Threshold Period and the Second MinimumThreshold Period, the total Minimum Threshold Revenue would be USD $ [ * * * ] ) ; provided, however, that the Minimum Threshold Revenue ( i ) shall be determined by [ * * * ] for a given Assay, less [ * * * ] directly associated with such sale and Assay and permitted to be taken in accordance withgenerally accepted accounting principles in the United States, and ( ii ) that in the event the MinimumThreshold Period begins or ends during a given calendar year, the Minimum Threshold Revenue forsuch calendar year shall be prorated accordingly