definiens: means, for each DES Stent shipped during the relevant calendar year, ( i ) $ 400 in2006, ( ii ) $ 350 in 2007, ( iii ) $ 300 in 2008, ( iv ) $ 275 in 2009, and ( v ) $ 250 in 2010 and all other calendar yearsthereafter during the term of the supply arrangements, in each case as adjusted pursuant to the provisions ofSection 5.07(l)."2 ( d ) The first sentence of Section 5.07(i ) is hereby amended and restated to read as follows:"Boston Scientific will pay directly to a third party any royalty payments required to be paid to such third party(pursuant to any license agreements or arrangements with such third party ) in respect of any sales by BostonScientific or its Affiliates of DES Stents . " ( e ) Section 5.07(j ) of the Agreement is hereby amended and restated to read as follows : MRG Price " in a particular Territory means the weighted average selling price of DES Stents ordrug eluting stent systems substantially identical to DES Stents sold or otherwise transferred for value to athird party by Boston Scientific during the relevant quarter of the term of the applicable supply arrangement asreflected in reports prepared by Millennium Research Group ( or, if Millennium Research Group does not coverthe Rest of the World or Japan, or is no longer preparing such data for the United States or Europe, by anotherindependent market research firm reasonably acceptable to the parties ) ; provided that the MRG Price as itrelates to the United States, Europe and Rest of World will include a discount to such weighted average sellingprice of 6 % to reflect customary rebates and discounts for drug eluting stent systems in such Territories, andthe MRG Price as it relates to Japan will include a discount to such weighted average selling price of 25 % toreflect customary rebates, discounts and distribution costs in Japan, in each case as adjusted pursuant to theprovisions of Section 5.07(l).(k ) Within 45 days following the end of each calendar quarter during the term of the supplyarrangements, Boston Scientific shall pay to [COMPANY] the aggregate Manufacturing Margin due for such calendarquarter and deliver to [COMPANY] a written statement showing how such aggregate Manufacturing Margin wascalculated that includes the following information for such calendar quarter in each Territory ( i ) the number ofDES Stents and/or drug eluting stent systems substantially identical to DES Stents sold or otherwisetransferred for value to third parties by Boston Scientific ( which shall not include samples or DES Stentsprovided at no cost for use in clinical trials ), and ( ii ) a calculation of the per unit Manufacturing Margin payableto [COMPANY] . The per unit shall be equal to 40 % of the result obtained by subtracting fromthe MRG Price the sum of ( A ) royalties ( calculated based on the MRG Price ) payable to third parties by BostonScientific with respect to each DES Stent or drug eluting stent systems substantially identical to DES Stentssold or otherwise transferred for value to third parties by it ( which shall not include samples or DES Stentsprovided at no cost for use in clinical trials ), ( B ) 7 % of the MRG Price, representing Boston Scientific 's variableselling costs for each DES Stent or drug eluting stent systems substantially identical to DES Stents, and(C ) the [COMPANY] Manufacturing Cost ; provided, however, that if during any quarterly period during the term of thesupply arrangement, the MRG Price of the DES Stent supplied by [COMPANY] in any Territory is less than $ 400,then the Manufacturing Margin for such DES Stent in such Territory during the relevant calendar quarter inwhich such MRG Price is less than $ 400 shall instead be equal to 25 % of the [COMPANY] Manufacturing Cost ; and, provided, further, that in no case shall the Manufacturing Margin be less than zero.(l ) ( i ) On the first Business Day of each of the thirteenth and twenty - first calendar quarters of the supplyarrangements ( each, a ), Boston Scientific will deliver to an independent certified publicaccountant reasonably acceptable to the parties ( the ) the following reports covering thefirst two years ( beginning on the first day of the3calendar quarter in which the supply arrangement first becomes effective ) and the next succeeding two yearsof the term of the supply arrangements, respectively : ( A ) a report of Boston Scientific 's average actual cost, calculated on a quarterly basis, ofmanufacturing drug eluting stent systems in each Territory pursuant to Section 5.07(b)(i ), and ofmanufacturing DES Stents in each Territory pursuant to clause ( B ) of Section 5.07(b)(ii ) ( a ) ; ( B ) a report of Boston Scientific 's actual weighted average selling price ( after taking into accountany rebates and discounts actually granted to customers in the relevant Territory ) ( the ), calculated on a quarterly basis, for DES Stents or drug eluting stent systems substantiallyidentical to DES Stents sold or otherwise transferred for value to a third party by Boston Scientific(which shall not include samples or DES Stents provided at no cost for use in clinical trials ) ( a ) ; and ( C ) a report of average actual royalties paid to third parties by Boston Scientific pursuant toSection 5.07(i ) ( ), calculated on a quarterly basis, with respect to DES Stents or drugeluting stent systems substantially identical to DES Stents sold or otherwise transferred for value to athird party by Boston Scientific ( which shall not include samples or DES Stents provided at no cost foruse in clinical trials ) ( a )