definiens: means sales for Licensed Indications, on a country - by - country basis, of LicenseeHDAC Inhibitors by Licensee, Affiliates or Sublicensees . Licensee shall calculate the Royalty - Bearing Net Salesby first determining the Total Net Sales as described in Section 1.12 below and then multiplying Total Net Salesby the ratio of A / B where A is the total sales of Licensee HDAC Inhibitors for practicing the LicensedProcess(es ), and B is the total sales of Licensee HDAC Inhibitors . A and B shall be calculated at Licensee’ssole expense on an annual basis by an independent auditor, mutually agreed between the Parties, with expertisein the calculation of pharmaceutical sales on an indication by indication basis . For sake of clarity, in instanceswhere sales for a Licensed Indication may be easily distinguished from sales for other indications, e.g bydifferences in dosage or formulation, then Total Net Sales for the Licensed Indication shall be Royalty - BearingNet Sales . The Parties further agree that should the aforementioned audit be commercially infeasible the Partiesshall mutually agree on another manner for calculating Royalty - Bearing Net Sales