definiens: means the amount calculated as ( i ) ( A ) the Net Sales ( as defined in the Sloan - Kettering Agreement ) by Sellers and their Affiliates from January 1, 2005 through the Valuation Date in Dollars ( calculatedusing the average exchange rate in effect during the period from January 1, 2005 through the Valuation Date for non - Dollardenominated sales ) less ( B ) ( 1 ) the aggregate amount listed on the Valuation Date Statement under the line items and “ Accounts Receivable ( CTUK ) divided by ( 2 ) .95 multiplied by ( ii ) .02less ( iii ) the aggregate amount of royalties paid by Seller and their Affiliates to the Sloan - Kettering Institute for CancerResearch from January 1, 2005 through the Valuation Date pursuant to Section 4.1(a ) of the Sloan - Kettering Agreement onaccount of Net Sales made from January 1, 2005 through the Valuation Date