definiens: means December 1, 1995 ; means, on a country - by - country basis, the ﬁrst commercial sale of a Licensed Product in a country, excluding sales for clinical trial purposes ; ‘ IPT " means the use of an antibody to target a photodynamic effector molecule to a cell whereby the effector molecule kills the cell ; means the use of an antibody to target a radioactive effector molecule to a cell whereby the effector molecule kills the cell ; means, with respect to [COMPANY] or Biomira as the case may be, all technical information, expertise, Know - How and information including without limitation all data, results of experiments, formulae, speci ﬁcations, procedures, tests, compounds, cell lines, cultures, constructs, effectors, development strains, micro — organisms, assay systems, assay protocol and assay supporting material, fermentation and puriﬁcation material and techniques ; means any product ( including without limitation OVAREXTM ) based, in whole or in part, on the Technology ( which deﬁned term, for purposes of this deﬁnition, shall include the B43 Antibody and any derivative thereof ) ; means International Application PCT/1396100461 and any national stage application claiming priority thereof, and any continuations, divisionals, continuations - in - part thereof, and any foreign equivalents, and any patents issuing therefrom, including any reissues thereof ; means the aggregate of the gross amounts received from all sales, uses or other dispositions of Licensed Product by [COMPANY] or any Sublicensee after deducting ( i ) customary trade, cash and quantity discounts actually allowed and taken, ( ii ) tariffs, duties, excises, sales tax or other taxes imposed upon and paid with respect to the production, sale, delivery or use of any product ( excluding income - based taxes ), and ( iii ) amounts actually paid or credited to unrelated purchasers in accordance with normal commercial practice by reason of ( A ) rejections, defects, recalls or returns, or ( B ) chargebacks, refunds, rebates or retroactive price reductions, and then crediting any refund of taxes deducted ( all as determined in accordance with Canadian generally accepted accounting principles applied on a consistent basis ) . In the event a Licensed Product is sold as part of a Combination Product ( as deﬁned below ), the Net Sales Revenue from the Combination Product, for the purposes of detenhining royalty payments, shall be determined by multiplying the Net Sales Revenue of the Combination Product ( as deﬁned in the foregoing Net Sales Revenue deﬁnition ), during the applicable royalty reporting period, by the fraction, AIA + B, where A is the average sale price of the Licensed Product when sold separately in ﬁnished form in the country in which the Combination Product is sold and B is the average sale price of the other pharmaceutical product(s ) included in the Combination Product when sold separately in ﬁnished form in the country in which the Combination Product is sold, in each case during the applicable royalty reporting period or, if sales of both the Licensed Prodtict and the other pharmaceutical product(s ) did not occur in such period, then in the most recent royalty ViRexx Ireland -- [COMPANY] Agreement 36/3 6 ( 19 ) ( 20 ) ( 21 ) ( 22 ) December 18, 2006 reporting period in which sales of both occurred . In the event that such average sale price can not be determined for both the Licensed Product and all other pharmaceutical products(s ) included in the Combination Product, Net Sales Revenue for the purposes of determining royalty payments shall be calculated by multiplying the Net Sales Revenue of the Combination Product by the fraction of C / C + D, where C is the fair market value of the Licensed Product in the country in which the Combination Product is sold and D is the fair market value of all other pharmaceutical product(s ) included in the Combination Product in the country in which the Combination Product is sold . In such event, [COMPANY] shall in good faith make a determination of the respective fair market values of the Licensed Product and all other pharmaceutical products included in the Combination Product, and shall notify Biomira of such determination and provide Biomira with data to support such determination . Biomira shall have the right to review such determination and supporting data, and to notify [COMPANY] if it disagrees with such determination . If Biomira does not agree with such determination, the parties shall attempt to reach agreement in good faith as to such respective fair market values