definiens: means, with respect to a Shared Product and with respect to a Calendar Quarter:(a ) the Net Sales of such Shared Product sold or otherwise disposed of by Infinity and Infinity Related Parties during suchCalendar Quarter in the United States, minus(b ) Shared Commercial Expenses for such Shared Product for the United States during such Calendar Quarter;in each case, ( y ) to the extent such deductions have not already or otherwise been deducted, and ( z ) determined from the booksand records of Infinity, the Infinity Related Party, [COMPANY] or its Affiliate in accordance with GAAP . For purposes of clarity, it is understood that ( i ) Shared Commercial Expenses shall not include any costs which have been included in DevelopmentCosts, ( ii ) there shall be no double - counting of expenses within the definition of Profit - or - Loss and ( iii ) the Profit - or - Loss shallbe calculated and payable in accordance with Section 1.4 of this Exhibit 5 even if there are no Net Sales and prior to the firstCommercial Sale . For clarity, it is the intent of the Parties that costs and headcount for any commercial activities with respectto a Shared Product that have or may have benefit in the United States and outside the United States shall be appropriatelyallocated by agreement of the JCC between costs allocable to the United States, which shall be included in SharedCommercial Expenses, and costs not allocable to the United States, which shall not be included in Shared CommercialExpenses