definiens: shall mean any amount Cypress is obligated to pay to Pierre Fabre under the Pierre Fabre Agreement based on net sales of products by any sublicensee of Cypress ' rights under the Pierre Fabre Agreement or payments received by Cypress from any such sublicensee ; provided, however that, if such amount payable by Cypress to Pierre Fabre includes payment for the cost of goods of product supplied by Pierre Fabre ( ), [ ifu : Jl suc~, amount .sh ~ U?c red ~ ce~;by ( a ) tl1c, actual CO ~ S of such prodnct,, or(b ) iftheactl!aI.9,9G ~ of ~ such pro ~ lJct.l, S, not ava, lIa, b.le, then ' thc?cst eS~1Rte of COGS of su ~ h.!'lrO~,~9],!~.~~osed by Cypress, subject tei agreementbyColieglUrn, whIch shall not beunrcaSonablywltlihel!l 1.44 shall mean a plan for conducting the R&D Program, as may be amended from time to time by the Committee and as attached to this Agreement as Exhibit A