definiens: shall mean, as to any period for which there is a determination thereof, NetRevenues less Commercialization Costs ; provided that in no event shall any amounts deducted from gross sales forthe purpose of calculating the Net Sales component of Net Revenues also be counted toward the amount ofCommercialization Costs . To the extent Net Revenues exceeds Commercialization Costs for the relevant period, suchamount of difference shall be deemed and to the extent Commercialization Costs exceeds NetRevenues for the relevant period, such amount of difference shall be deemed 1.79 shall mean the sum of ( a ) Net Sales received with respect to a Product sold in North Americaplus, if any, ( b ) the fair market value of any consideration other than the proceeds of Net Sales ( whether in cash, payment in kind, exchange or other form ) actually received by a Party or its Affiliates from Third Parties with respectto transactions involving the research, development or commercialization of a Product or exploitation of LicensedTechnology in North America, to the extent such consideration is fairly and reasonably attributable to such Product, orLicensed Technology