definiens: means the net profits received by Access for the sale of the Products by Access or by any third party . As used herein, shall mean : ( a ) the full amount of any nonrecurring or nonperiodic payments made to Access by any third party as full or partial payment for any rights granted to such third party relating to any Product or Improvement including, but not limited to, milestone payments and reimbursement for fees expended to obtain permission from any governmental authority to make, use or sell a Product or Improvement ( unless such fees have not been deducted under Paragraph 5.2 or 7.3 of this Agreement ; ( b ) the full amount of any royalties, including advance royalties, or other periodic or recurring payments, paid to Access by any third party as full or partial payment for any rights granted to such third party relating to any Product or Improvement ; ( c ) the full fair market value of any non - monetary consideration paid to Access by any third party as full or partial ' payment for any rights granted to such third party relating to any Product or Improvement ; and ( d ) the net consideration received by Access for sales of any Product or Improvement to any third party for resale . As used herein, means the gross consideration received by Access for sales of any Product or Improvement less either : ( l ) if Access manufactures such Product or Improvement, Access ' direct and indirect manufacturing costs incurred in making such Product or Improvement, recorded on Access ' books in accordance with generally accepted principles ; or ( 2 ) if Access has such Product or Improvement made by a third party, Access ' out - of - pocket payments to such third party for such Product or Improvement . All manufacturing costs and out - of - pocket payments are subject to audit by Block . This audit right is in addition to and separate from Block 's audit right pursuant to Paragraph 11.12 . Any royalties paid by Access to Block under this Agreement or any other agreement and royalties paid be Access to any other party for sales hereunder may also be deducted from gross consideration ; ( e ) net profits shall not include any royalties or other payments made by Block to Access under any provision of this Agreement, or any other agreement