BDSI shall pay a fee in the amount of $ *** (the “ Fee ” and, together with the Asset Purchase Price, the “ Purchase Price ”) to Endo as consideration for (i) Endo’s non-compete covenant set forth in Section 12(c) and (ii) Endo’s waiver under Section 3(d) of its right to sell Product for twelve (12) months post-Termination pursuant to Section 14.3(g) of the Agreement.