definiens: means:1.78.1 . with respect to an Agreement Product that is not a Combination Product, gross receipts from sales by Pfizerand its Affiliates and Sublicensees ( each, a ) of such Agreement Product to Third Parties in theTerritory, less in each case, to the extent reasonably allocable to Agreement Products in accordance with GAAP, sales returns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts and anyother adjustments, including those granted on account of price adjustments, billing errors, rejected goods, damagedor defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted orgiven to wholesalers or other distributors, buying groups, health care insurance carriers, chain pharmacies, massmerchandisers, staff model HMO ’s, pharmacy benefit managers or other institutions, adjustments arising fromconsumer discount programs or other similar programs, customs or excise duties, sales tax, consumption tax, valueadded tax, and other taxes ( except income taxes ) or duties relating to sales, any payment in respect of sales to theUnited States government, any state government or any foreign government, or to any other GovernmentalAuthority, or with respect to any government - subsidized program or managed care organization, and freight andinsurance ( to the extent that [COMPANY] bears the cost of freight and insurance for the Agreement Product ) ( thedeductions described above are referred to collectively herein as ) ; and1.78.2 . in the event an Agreement T - DART is sold as a Combination Product in any country, the Net Sales of theCombination Product, for the purposes of determining royalty payments, shall be determined by multiplying the NetSales ( as defined above in this Section ) of the Combination Product by the fraction, A/(A+B ) where A is theweighted ( by sales volume ) average sale price in such country of the Agreement T - DART when sold separately infinished form, and B is the aggregate weighted average sale price in such country of the other therapeutically activeingredients included in such Combination Product when sold separately in finished form . In the event that suchaverage sale price can not be determined for both the Agreement T - DART and the other product(s ) included in theCombination Product, Net Sales for purposes of determining royalty payments shall be agreed by the Parties basedon the relative value contributed by each component, such agreement not to be unreasonably withheld or delayed