“API,” the active pharmaceutical substance in an unfinished form. NOW, THEREFORE, taking into account agreements, agreements, insurance, guarantees and compensations in this context and for other good and valuable counterparties (whose receipt and sufficiency are recognized by each contracting party), the contracting parties agree to the following conditions: The contracting parties wish to enter into a licensing and supply agreement for the development, manufacture and marketing of the product in the territory (as defined below) under the terms of the agreement. “net sales” for each calendar quarter, the actual gross total revenue of the product (number of units; the unit price of the bill) by ETON or its related companies in these countries to third-party customers (including hospital sales, retail sales, retail sales and sales to public bodies, wholesalers and medical establishments) net of the following deductions: (i) cash or prompt payment rebates, credits or bonuses actually granted in the event of a claim, damaged goods, refusals or returns; (ii) service charges, distribution fees or commissions payable to third-party customers; (iii) transportation, shipping and insurance costs related to the supply of the product to third-party customers, where the invoice is indicated separately; (iv) taxes (excluding income taxes) or taxes levied on the sale of the product, which are absorbed or otherwise collected; (v) adjustments resulting from price adjustments or one-time stock allowances per customer; (vi) retro-bookings resulting from the resale of wholesalers and distributors to other third parties; (vii) rebates, promotional bonuses, administrative expense agreements and similar purchasing groups, health insurance funds, pharmacy management companies, health care organizations, Medicaid or Medicare or similar programs, professional bonuses, business expenses and payments to public or private third-party payers; and (viii) other monetary value programs that are common or customary in the pharmaceutical industry in the territory made available to customers and ix) all invoiced amounts that are not recovered by ETON or its companies (including outstanding debts), the total rate of the above deductions (i-ix included) are exclusively related to the sale of the product and are set in accordance with generally accepted accounting standards in the United States. Both parties may agree to develop the product for new indications/uses and, in this case, both parties will agree on another licensing agreement. “net income,” net sales minus (i) of the transfer price paid by ETON for the product, (ii) fees, tariffs, freight, recall fees, patient assistance/coys programs and insurance for the shipment of the product, and (iii) provision, including marketing and management fees (“marketing and administration fees”), which are charged to a third party by ETON or one of its subsidiaries or sub-licenses. Net earnings are calculated according to accounting principles generally accepted in the United States. CONSIDERING that ETON is active in the licensing, development, marketing, distribution and sale of pharmaceutical drugs; “Components” are raw materials for the manufacture of the API and/or product.