definiens: means, with respect to a particular time period, ( i ) the total amounts collected during such time period by or on behalf of Purchaser, its Affiliates, or their respective Licensees or Distributors ( other than from Licensees who are not end users or from Distributors, in which case the subsequent sale or disposition of such Product by such Licensee or Distributor shall be included in Net Sales ) for sales of the Products to independent purchasers in arm ’s length transactions less ( ii ) the total royalty amou nt paid by Purchaser to any third party under any Contract with respect to such Net Sales plus ( iii ) [ * * * ] . If any Product is sold or provided as part of a Combination Product, Net Sales shall be calculated by multiplying the Net Sales from the sale of such Combination Product by the fraction A / B, where is the fair market value of the Product when supplied or priced separately and is the fair market value of the Combination Product . In the event that no market price is available for the Product when supplied or priced separately, fair market value shall be determined in good faith by Seller and Purchaser . If Purchaser, its Affiliates, or their respective Licensees or Distributors receive non -cash consideration ( a ) for the Products sold or otherwise t ransferred to an independent third party, Net Sales for such sale or transfer will be determined based on the average of the gross invoice prices charged to other independent third parties in respect of cash sales for such Product during the applicable rep orting period or ( b ) for Products leased or licensed, the Parties shall agree in good faith on the value of such consideration