definiens: shall mean : ( i ) For the first Agreement Year, that number of Covered Physician Esclim ™ Prescriptions for each calendar quarter during the first Agreement Year determined by mutual agreement of the parties based on the IMS America data for 2000 as soon as practicable after such date is available ; provided that in no event shall the sum of the Baseline Quarterly Esclim ™ Prescriptions for the first Agreement Year be less than the Baseline Agreement Year Escli m ™ Prescriptions for such Agreement Year ; and 16 SD_DOCS1273079.1 IW971 ( ii ) F or the second Agreement Year and the third Agreement Year, if applicable, the quotient of ( 1 ) the Baseline Agreement Year Esclim ™ Prescriptions for such Agreement Year divided ( 2 ) by fOUL shall equal the number of retail and mail order prescriptions ( TRx ) for the Esclim ™ Product that are written or ordered by Covered Physicians and dispensed by pharmacies as determined by the X - Ponent Data as issued by IMS America or similar data provided by another prescription reporting service mutually agreed upon by the parties