incurred or reduction suffered, which amounts shall be determined by Lender in its sole but reasonable judgment, after good faith and reasonable computation.

Eligibility Year of Service means an eligibility computation period during which the employee completes at least 1,000 hours of service with the employer.

"Hour of Service" means # each hour for which an Employee is directly or indirectly compensated or entitled to Compensation by the Employer for the performance of duties during the applicable computation period (these hours will be credited to the Employee for the computation period in which the duties are performed); # each hour for which an Employee is directly or indirectly compensa ted or entitled to Compensation by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, incapacity (including disability), jury duty, lay-off, military duty or leave of absence) during the applicable computation period (these hours will be calculated and credited pursuant to Department of Labor Regulation

A number of years equal to the number of Years of Service credited to the Employee before the computation period during which the amendment occurs; and

Computation of Income, Gain, Loss and Deduction Items. For purposes of computing the amount of any item of the Company income, gain, loss or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S.federal income Tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided that:

Sales or other commercial dispositions of Licensed Products between or among Related Parties shall be excluded from the computation of Net Sales if such sales are not intended for end use. Licensed Products provided to Third Parties without charge, in connection with research and development, clinical trials, compassionate use, humanitarian and charitable donations or indigent programs for use as samples shall be excluded from the computation of Net Sales and no payments will be payable on such dispositions.

In the event a dispute arises between the parties with respect to any computation or amount in a Monthly Accounting Report or the Terminal Accounting Report that

Minimum Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio for any Computation Period referenced below to be less than the applicable amount set forth below:

For services provided under this Agreement, the Transfer Agent shall be paid the fees and costs described in Section 1 of this Schedule. Section 2 of this Schedule describes computation, invoicing and payment terms.

The five consecutive Plan Years used in making the computation may not necessarily be five "consecutive" Plan Years, or Plan Years during all of which the Participant worked as an Employee may be interspersed with