definiens: shall mean : ( i ) except in the instances described in Sections ( ii ), ( iii ), ( iv ), ( v ), ( vi ), and ( vii ) of this definition, the N et Invoice Price ; ( ii ) for any Relationship - Influenced Sale of a Licensed Product, Net Sales shall be based on the Net Invoice Price ( calculated as if the Relationship - Influenced Sale Purchaser was a S ublicensee ) at which the Relationship - Influenced Sale Purchaser resells such Licensed Product in lieu of the Net Invoice Price of the Licensee and/or any Sublicensee with respect to such Licensed Product ; ( iii ) in those instances where Licensed P roduct is not Sold, but is otherwise used for purposes other than those d irected toward the further research and development ( including without li mitation for quality assurance, quality control, compound assays, o r similar activities, whether conducted pre- and/or post - approval ) of Licens ed Products, ( a ) the Net Sales for such Licensed Product shall be the N et Invoice Price of such Licensed Products if then being commercialized, or ( b ) if such Licensed Products are not then being commercialized, th e Net Sales for such Licensed Product shall be the Net Invoice Price of simi lar products or services Sold in similar quantities in an arm 's length trans action by Licensee, a Sublicensee or, if not Sold by Licensee or a S ublicensee, by any other manufacturer ( taking into account, however, th e fact ( if true ) that the Licensed Product in question is not then being produced in commercial quantities, in which case a reasonable discoun t shall be applied ), or ( c ) if subsection ( a ) does not apply and similar p roducts or services are not then being Sold by Licensee, a Sublicensee or any other manufacturer, then the Net Sale of the Licensed Product so used f or such a purpose shall be Licensee 's or the Sublicensee 's cost of manufa cturing such Licensed Product ( determined in accordance with generally accep ted accounting principles ) plus an additional * * * * percent ( * * % ) thereof ; ( iv ) in those instances where the License e or any Sublicensee acquires a Licensed Product and then subsequently Sells or otherwise uses ( as described in Section ( iii ) ) such Licensed Prod uct, Net Sales shall mean the Net Invoice Price charged upon the Sale or oth er use of such Licensed Product by the Licensee or any Sublicensee, wi th the resulting royalty amount due to UC subject to a deduction for an y royalty amounts paid to UC on account of an earlier Sale or other use ( as described in Section ( iii ) ) of such Licensed Product, if any ; ( v ) in the event Licensee or its Sublicen see Sells or otherwise uses ( as described in Section ( iii ) ) any Licensed P roduct in the Territory in the form of a Combination Product containing o ne or more active ingredients which are themselves not Licensed Products ( wh ich may be either combined in a single formulation or bundled with separate formulations but sold as one product ), ( a ) Net QuatRx [COMPANY] License 5