definiens: ) shall mean the gross sales price of such Combination Product billed by Triangle, its Affiliates or sublicensees to indepen dent customers, less all the allowances, adjustments, reductions, discounts, tax es, duties, rebates and other items referred to in Section 1.34 multiplied by a f raction, the numerator of which shall be the billing party 's Acquisition Cost or Manufacturing Cost, as applicable, for all ISS or Conjugated ISS included in such Licensed Product and the denominator of which shall be the billing party 's Acquisition Cost or Manufacturing Cost, as applicable, for all active i ngredients contained in such Licensed Product ( including all ISS or Conjugated I SS ), all determined in accordance with U.S. GAAP . In the event that Triang le or its Affiliates or sublicensees distribute any Licensed Products to a third party for non - monetary consideration ( e.g., barter or exchange ), such dist ribution shall be considered a sale for accounting and royalty purposes . Net Sal es for any such distributions shall be determined on a country - by - country basis a nd shall be the average price of sales by Triangle or its Affiliat es or sublicensees in such country in the Territory during the royalty period in which such sale occurs or, if no such sales occurred in such co untry in the Territory during such royalty period, during the last royalty period in which such sales occurred . If no sales have occ urred in a particular country in the Territory, Net Sales for any such distributi ons in such country in the Territory, shall be the average price of sales in all countries in the Territory during such royalty period