definiens: shall mean ( a ) for the purpose of payment ofthe transfer price under Section 6.2(c ), ( i ) in the first Contract Year, the amount set forth on Schedule 1.38 arid ( ii ) for each subsequent Contract Year, the Net Sales of each HBV Product sold by [COMPANY] and its Affiliates in the HBV Territory ( as hereinafter defined ) during the first nine ( 9 ) months of the, immediately preceding Contract Year, divided by the number of units of each such HBV Product sold by [COMPANY] and its Affiliates in the ~ HBV Territory during the fust nine ( 9 ) months of the immediately preceding Contract Year, which calculation shall be provided to [COMPANY] by written, notice from [COMPANY] no later than December 1 of such immediately preceding contract year, and ( b ) for the purposes of year - end reconciliation under Section 6.4 the Net Sales ofHBV sold by [COMPANY] and its Affiliates in the HBV Territory during the previous Contract Year, divided by the number of units of each such HBV Product sold by [COMPANY] and its Affiliates in the HBV Territory during the immediately preceding Contract Year