definiens: shall mean the gross revenues received by LICENSEE or any sublicensee of LICENSEE from thesale to a third party of LICENSED PRODUCTS and services utilizing LICENSED PROCESSES in the TERRITORY, less amounts subject to returns, credits, allowances, retroactive price reductions and discounts actually granted;rebates to governmental or managed care organizations, packing, insurance, freight out, taxes or excise dutiesimposed on the transaction ; wholesaler discounts and cash discounts ; provided that, in the event that any particularLICENSED PRODUCT or service utilizing LICENSED PROCESS is sold in a country in the TERRITORY as part ofa combination, bundle or kit with products, processes or services other than LICENSED PRODUCTS, or servicesutilizing LICENSED PROCESSES, NET SALES of such LICENSED PRODUCT or service utilizing LICENSEDPROCESS shall be determined by ( a ) multiplying the net revenue of the combination, bundle or kit ( that is, the grossrevenue received less such applicable deductions as are permitted in the calculation of NET SALES ) by the fractionA ÷ ( A + B ) ; where A is the average selling price during the period in question in the country in question for theLICENSED PRODUCT or service utilizing LICENSED PROCESS sold separately and B is the average selling priceduring the period in question in the country in question for the remaining products, processes or services in thecombination, bundle or kit, when such products are sold separately from the LICENSED PRODUCT or serviceutilizing LICENSED PROCESS ( in each case as the average selling price is documented by the records of the sellerof such LICENSED PRODUCT or service utilizing LICENSED PROCESS ), or ( b ) in the event that any products, processes or services contained in the combination, bundle or kit are not sold separately, the NET SALES fromsales of such combination, bundle or kit allocated to the LICENSED PRODUCT or service utilizing LICENSEDPROCESS shall be determined in a fair and equitable manner based upon the relative values of each component ofsuch combination, bundle or kit as determined by mutual agreement of UNIVERSITY and LICENSEE or, ifapplicable, a sublicensee of LICENSEE . shall not include amounts for any LICENSED PRODUCT orservice utilizing LICENSED PROCESS furnished to a third party for which payment is not intended to be received, including, but not limited to, for use in research, clinical trials and for distribution as promotional and free goods