definiens: means any consideration actually received byCompany or its Affiliates from a Third Party solely as consideration for a PriorityReview Voucher Sale to such Third Party, provided that if the aggregate amount ofPriority Review Voucher Revenue actually received by Company within sixty ( 60)days of the effective time of the respective Priority Review Voucher Sale is less than [ * * * ] ( $ [ * * * ] ), the Priority Revenue Voucher Revenue on which a revenue share iscalculated and payable pursuant to Section 4d shall be reduced by an amount equalto Company ’s and its Affiliates ’ direct and indirect research and development costsand expenses ( determined from the books and records of Company and its Affiliatesmaintained in accordance with such reasonable accounting principles as may beconsistently applied by Company or its Affiliates ) for the Product that is the subject ofthe Priority Review Voucher, such reduction not to exceed [ * * * ] ( $ [ * * * ] ) .x