definiens: ) . As used in this Section only, shallmean the total gross amount invoiced on the sale of Licensed Product by Company and its sublicensees tothird parties, less the following items : [ * * * ] . In the event that Company or its sublicensees receives, in anytransaction included within the definition of Net Sales, any non - cash compensation or lower prices on otherproducts in exchange for any Licensed Products, or sells Licensed Products in other than an arms - lengthtransaction, then for the purposes of determining Net Sales hereunder the gross amount invoiced in suchtransaction shall be deemed to be the gross amount that would have been paid had there been such a sale atthe average sale price of such Licensed Products during the applicable royalty reporting period in the countryin which such disposition took place or, if such amount can not be determined, the average sales price of suchLicensed Products in those countries in which Licensed Products are then being marketed . The precedingsentence shall not apply to the distribution at no cost of Licensed Products to physicians, hospitals or clinicsfor promotional purposes or academic investigators for research and clinical trial purposes, which are notincluded in the definition of Net Sales . In the event that Licensed Products are sold in combination with oneor more other therapeutically active prescription pharmaceutical ingredient ( each such ingredient being an ), the Net Sales on the combination product shall be calculated [ * * * ]