definiens: means, in the event of a Market Withdrawal occurring prior to theTermination Date, an adjustment ( or adjustments, in the event of more than one ( 1 ) Market Withdrawal ) tothe payment owed by [COMPANY] to [COMPANY] or any of its Affiliates under Section 2.3(g ) if the country(ies ) inwhich a Market Withdrawal occurred is within Territory A, determined in accordance with the ShareForward Purchase Agreement and/or under Section 2.4(b ) if the country(ies ) in which a Market Withdrawaloccurred is(are ) Territory A Opt - out Country(ies ), determined in accordance with Section 2.12 . Suchadjustment shall be a percentage corresponding to the remuneration received by [COMPANY] and its Affiliatesattributable to the Product(s ) which have been the subject of a Market Withdrawal in the country in whichsuch Market Withdrawal occurred divided by the total remuneration received by [COMPANY] and its Affiliates foreither : ( a ) Territory A if the country in which a Market Withdrawal occurred is within Territory A ( in whichcase the remuneration received by [COMPANY] and its Affiliates shall be understood as the remuneration receivedby [COMPANY] and its Affiliates from JVA ( whether through distributions resulting from its share of profits inJVA or royalties ) ) ; or ( b ) Territory A Opt - out Countries if the country in which the Market Withdrawaloccurred is a Territory A Opt - out Country, in each case during the four ( 4 ) calendar quarters preceding theoccurrence of the Market Withdrawal