definiens: would mean the total amount billed or invoiced in United States dollars ( or converted thereto in accordance with the Agreement ) on sales of the Product by [COMPANY], its affiliates or sublicensees to independent, unrelated third parties ( other than sublicensees ) such as wholesalers in bona fide arm 's length transactions, less the following deductions, in each case related specifically to the Product and actually allowed and taken by such third parties or accrued in accordance with generally accepted accounting principles as consistently applied across [COMPANY] 's and its Product Payments : $ 10 Million, due when aggregate cumulative worldwide Net Sales of all Products in four consecutive calendar quarters first exceeded $ 500 Million . ) [COMPANY] would make quarterly payments ( ) to NewCo within 45 days after the end of each calendar quarter, until, on a country - by - country basis, the date of expiry of the last to expire of patents owned or licensed by NewCo having a valid claim covering the Product in such country, at which point [COMPANY] would have a fully paid - up license in such country . Product Payments would be determined by multiplying the aggregate worldwide Net Sales of the Product during each calendar year by the applicable percentage rates, determined based on the cumulative, aggregate worldwide Net Sales of the Product for the then current calendar year as follows : For cumulative, aggregate worldwide Net Sales of the Product in the then current calendar year within the respective intervals below ( $ U.S. Million ): [ Less than 250 250 -less than 500 500 or more The Product Payment Rate as a percentage of worldwide, aggregate Net Sales within such intervals during the then current calendar year would be : 3.0(% 4.0 % 5.0 % ) The total Product Payment for each calendar quarter would be the sum of the amounts calculated in each interval set forth above . For example, if in the first quarter in a calendar year, aggregate worldwide Net Sales were [ $ 200 Million ), the Product Payment percentage rate for such quarter would be [ 3.0 % ), resulting in a quarterly Product Payment of [ $ 6.0 Million ) . If in the second quarter of such calendar year, affiliates ' products ( as adjusted from time to time to reflect amounts actually incurred ) and not otherwise recovered by or reimbursed to [COMPANY] : [ ( i ) trade, cash and quantity discounts ; ( ii ) taxes on sales ( such as sales taxes, use taxes or other consumption taxes ), excise taxes, customs duties and compulsory payment made to governmental authorities, in each case, to the extent added to the sale price and set forth separately as such in the total amount invoiced ; ( iii ) freight, insurance and other transportation charges to the extent added to the sale price and set forth separately as such in the total amount invoiced ; and ( iv ) amounts repaid or credited by reason of rejections, defects, recalls or returns or because of rebates, retroactive price reductions or wholesaler chargebacks . ] In the case of any sale or other disposal for value, such as barter or counter - trade, of any Product other than in an arm 's length transaction exclusively for money, Net Sales would be calculated as above on a fair market price of the Product in the country of sale or disposal . For clarity, Net Sales would not include the value of Product provided by [COMPANY] for clinical trials, or donations