definiens: means, for a given calendar year, therevenues actually recognized during such calendar year from the sale of ( i ) theproducts identified on Schedule 1.1(a ), any successor products ( including anyproduct identified on Schedule 1.1(a ) that has been modified to incorporatemicro - fluidic components, subject to terms regarding Combination Products setforth below ) ( the ), and ( ii ) services related to the supportof the Earn Out Products ( the ), in each case determined inaccordance with GAAP ; provided, however, that Consolidated Revenue shall excluderesearch and development revenues, other than up to $ 1 million of those netresearch and development revenue from Johnson & Johnson ( the amount actuallyfunded less allocable expenses ) . To the extent that an Earn Out Product is soldin the form of a combination product containing one or more components which arethemselves not Earn Out Products ( a ), the revenue earnedwith respect to the Earn Out Product portion of a Combination Product shall bedetermined by multiplying the amounts received by the Buyer attributable to theCombination Product by a fraction, the numerator of which is the fair marketvalue of the Earn Out Product included in the Combination Product, and thedenominator of which is the sum of the fair market value of such Earn OutProduct and the fair market value of the products or parts which are not EarnOut Products . Whenever possible, the fair market value of the Earn Out Productincluded in the Combination Product will be the market price at which such EarnOut Product is sold on a stand - alone basis, provided that fair market valueshall be determined reasonably and in good faith by the Buyer in the event thatno market price is available