definiens: A " ( as defined above ) with the specified deductions, or ( ii ) the result of multiplying the actual price charged or invoiced for such Combination Product less the specified deductions by the fraction AlC in which A is defined as above and C is defmed as the gross price charged or invoiced for the Combination Product . If the Product in a Combination Product is not sold separately then '' Net Selling Price " for the Product in such Combination Product shall be the greater of ( x ) the amount calculated by deducting from the gross price charged or invoiced for such Combination Product the specified deductions and an amount equal to ( as defmed above ), and ( y ) one - half of the gross price charged or invoiced for the Combination Product less any deductions . If neither thc Product nor the other Active Ingredient(s ) in the Combination Product are sold separately, '' Net Selling Price " of the Combination Product shall be determined by good faith agreement of the Parties, failing which the matter shall be referred by the Parties to a reputable independent auditor appointed by agreement between the Parties ( or in the absence of such agreement by the Chairman pro term of the Institute of Chartered Accountants of England and Wales ) with a decision of such auditor being final and binding on the Parties and with the auditor acting as an expert and not as an arbitrator . If the price determined by the auditor is equal to or lower than that last proposed by Novacea, then KuDOS shall bear all of the costs of the appointment of the auditor and if the price determined by the auditor is greater than that last proposed by Novacea, then Novacea shall bear all such costs