definiens: Combination Product " ) shall mean the gross sales price of such Combination Product billed by Triangle, its Affiliates or sublicensees to independent customers, less aU the allowances, adjustments, reductions . discounts, taxes, duties, rebates and other items referred to in Section 1.30 multiplied by a fraction, the numerator of which shall be tj!billing party 's Acquisition Cost or Manufacturing Cost, as applicable, for all Compound ISS ( including, if applicable, any Antigens and ISS if not already included within the Compound ISS ) included in such Licensed Produ~.!Jand the denominator of which shall be the billing party 's Acquisition Cost or Manufacturing Cost, as applicable, for all active ingredients contained in such Licensed Product ( including all Compound ISS and, as applicable, Antigens and ISS if not already 5f-1323842 585107v1 7 [ included within the Compound IS'iU all detenniDed in accordance with U.S. GAAP . In the event that Triangle or its Affiliates or sublicensees distribute any Licensed Products to a third party for non - monetary consideration ( e.g., barter or exchange ), such distribution shall be coDSidered a sale for accounting and royalty purposes . Net Sales for any such distnbutions shall be determined on a country - by - country basis and shall be the average price of sales by Triangle or its Affiliates or sublicensees in such country in the Territory during the royalty period in which such sale occurs or, ifno such sales occuned in such country in the Territory during such royalty period . during the last royalty period in which such sales occurred, multiplied by a fraction as contemplated above . lfno sales have occUrred in a particular country in the Territory, Net Sales for any such distributions in such country in the Territory, shall be the average price of sales in all countries in the Territory during such royalty period, multiplied by a fraction as contemplated above