definiens: means, with respect to any Product, the net cash amount received fromThird Parties by [COMPANY] or its Affiliates ( which in no case includes any Sublicensee ), as thecase may be, for such Product, commencing with the First Commercial Sale of such Product ; itbeing understood that invoiced amounts may include deductions for : ( a ) trade, quantity and / orCash discounts actually granted to the extent consistently applied by [COMPANY] to its products;(b ) credits, refunds and allowances ( including, without limitation, cash, credit and free goodsallowances ) actually allowed or given for chargebacks but only to the extent it is a sales relateddeduction which is accounted for within [COMPANY] on a product - by - product basis, ( c)retroactive price reductions, billing errors and rebates ( including, without limitation, government - mandated and managed healthcare negotiated rebates ), credits and refunds forProduct that is rejected, spoiled, damaged, outdated or returned, to the extent each was actuallyallowed or given and as consistently applied by [COMPANY] to its products ; ( d ) freight, postage, shipping, insurance and other transportation costs actually incurred in transporting Product to aThird Party ; and ( e ) Taxes, tariffs, customs duties, surcharges and other governmental chargesincurred in connection with the sale, exportation or importation of Product . The books andrecords ofTopoTarget or its Affiliates, as the case may be, shall be maintained in accordancewith International Financial Reporting Standards . In the event that [COMPANY], or its Affiliates- 5 -143229SS.3.BUSINESSUSlDOCS 66451 14vlsell any Product which contains any pharmaceutically active agents in addition to an HDACInhibitor ( any such pharmaceutical product, a ): ( i ) ifthere is a standalone Product on the market in a given country which corresponds to the HDAC Inhibitor withinthe Combination Product, the adjustment to Net Sales for such country shall equal the Net Salesof the Combination Product multiplied by a fraction, the numerator of which is the current priceof the Product and the denominator of which is the reasonable fair market value, in the aggregate, of all pharmaceutically active agents contained in the Combination Product in each case in thesame country as the country in which the Combination Product is to be sold, and ( ii ) if no suchProduct is on the market in a given country, Net Sales fur such country shall equal Net Sales ofthe Combination Product multiplied by a fraction, the numerator of which is the reasonable fairmarket value of the Product and the denominator of which is the reasonable fair market value, inthe aggregate, of all pharmaceutically active agents contaiDed in the Combination Product IfCuraGen objects to any calculation referred to in the immediately preceding sentence and theParties can not agree on the of either the Product or any of thepharmaceutically active agents within ninety ( 90 ) days following notice of any objection, theParties shall retain a panel of three valuation experts to make such a determination, the costs forwhich shall be shared equally by the Parties . Each Party shall select one expert, who shall not bean employee of either and who shall have at least at least a university degree in economics andfive ( 5 ) years experience in conducting such valuations . The two experts shall promptly select amutually agreeable third expert with like qualifications . The experts shall render a writtenopinion binding on the Parties for the relevant countries within thirty ( 30 ) days, which shall bebinding, with no right of appeal, on both Parties . For the avoidance of doubt, the disposition ofProduct for, or the use of Product in, pre - clinical or clinical ( phase I - III ) trials or other market - focused ( phase IV or V ) trials or free samples shall not result in any Net Sales, unlessTopoTarget, its Affiliate or Sublicensee is permitted to receive payment for Product used inclinical trials which includes a reasonable profit .