definiens: shall mean a Licensed Product and any other clinically active therapeutic or prophylactic ingredient, mechanism or device ), the Net Sales from the Combination Product, for the pur poses of determining royalties, shall be determined by multiplying the Net Sales of the Combination Pro duct during the applicable calendar quarter, by the fraction, A/(A+B ), where A is [ * * * ], in each case d uring the applicable calendar quarter or, if sales of both the Sole Compound Product and the other active compounds or active ingredients did not occur in such period, then in the most recent Calendar Quart er in which sales of both occurred . If such [ * * * ], Net Sales for the purposes of determining milestones an d royalties shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of C/(C+D ) where C is the [ * * * ] shall be applicable t o the Country of Sale . In such event, Licensee shall [ * * * ] in the Combination Product, and shall [ * * * ] . If OHSU in good faith does not agree with such determi nation, OHSU shall give Licensee written notice of its disagreement within [ * * * ] after receiving the r elevant report pursuant to Section 8.2, and the mat ter shall be submitted for final and binding resolution pursuant to the Section 16.7 . shall mean a product containing no active compounds or active ingredients other than a single CMV vector vaccine . In the case of any sale or othe r disposal for value, such as barter or counter - tra de, of Licensed Product, or part thereof, other than Confidential 5 in an arm ’s length transaction exclusively for cash, Net Sales shall be calculated as above on the val ue of the non - cash consideration received or the fair mar ket price ( if higher ) of the Licensed Product in th e country of sale or disposal, as determined in accor dance with Applicable Accounting Standards