definiens: means ( i ) with respect to the period betweenJanuary 1, 2005 and December 31, 2010, ( A ) $ 100 million at the first time thatAggregate Net Sales for the immediately preceding twelve - month period are inexcess of $ 200 million, ( B ) $ 100 million at the first time that Aggregate NetSales for the immediately preceding twelve - month period are in excess of $ 300million, ( C ) $ 100 million at the first time that Aggregate Net Sales for theimmediately preceding twelve - month period are in excess of $ 400 million, ( D)$100 million at the first time that Aggregate Net Sales for the immediatelypreceding twelve - month period are in excess of $ 500 million, and ( E ) $ 100million at the first time that cumulative Net Sales of BION Products for theimmediately preceding twelve - month period exceed $ 100 million, and ( ii ) withrespect to the period between January 1, 2011 and December 31, 2013, $ 200million at the first time that Aggregate Net Sales ( for the purposes of thisclause ( ii ) counting the Net Sales of all Earn Out Product Categories withoutreference to any temporal limit on such categories contained in the definitionof Earn Out Period ) for the immediately preceding twelve - month period exceed$800 million . None of the payments described above in this definition will bepayable unless the Gross Margin Percentage as of the end of the calendar monthin which the applicable Aggregate Net Sales or Net Sales threshold is satisfiedis equal to or greater than 65 % ; provided, that the applicable payment shallbecome payable if the Gross Margin Percentage is equal to or greater than 65 % atthe end of any calendar month during the twelve - month period immediatelysucceeding the month in which the applicable Aggregate Net Sales or Net Salesthreshold is satisfied . If the Gross Margin Percentage is not equal to orgreater than 65 % at the end of, or during the twelve - month period following, themonth in which an Aggregate Net Sales or Net Sales threshold is first satisfied, all rights with respect to the Additional Earn Out Payment relating to suchthreshold shall be forfeited . In addition to the payments described above, butnot subject to the Gross Margin Percentage limitations described above, at thefirst time that cumulative Net Sales of the SCS2 IPG Product with Phase 3 leadsexceed $ 10 million, Additional Earn Out Payments will become payable as follows:(x ) $ 30 million not later than the 45th day after the last day of the calendarmonth in which such Net Sales threshold is achieved, and ( ii ) $ 14.4 million oneach of the next two Payment Dates