definiens: shall mean : ( a ) the gross invoices delivered by CURlS or its Affiliates, as appropriate, for the sale of a Product, less the following deductions : ( \ ) Prompt payment or other · trade or quantity discounts actually allowed and taken in such -amounts as are customary in the trade ; ( 2 ) Amounts repaid or credited by reason of timely rejections or returns ; ( 3 ) Taxes on the sale of a Product ( other than franchise or income taxes on the income of the seller ) actually paid or withheld ; ( 4 ) Allowances for bad debt to the extent such amounts were previously invoic'ed and included in Net Sales for royalty purposes and were subsequently actually written off by such Party ( CURIS or its Affiliate ) ; and ( 5 ) prepaid transportation and delivery charges, including insurance premiums, actually incurred . Notwithstanding the foregoing, amounts received by such Party ( CURlS orits Affiliate ) or such Party 's Affiliates for the sale of Products among such Party and its Affiliates whether for their internal use or for resale or other disposition will not be included in the computation of Net Sales hereunder . Where Products are not sold separately, but are sold in combination with or as paftS of otherproducts, orincJudeone or more components covered by a Valid Claim of lEGERA Technologies, JEGERA Invented Patent Rights or Jointly Invented Patent Rights as well as one or more components not covered by a Valid Claim of lEGERA Technologies, lEGERA Invented Patent Rights or Jointly Invented Patent Rights, hereinafter, the Net Sales price to be used for the purpose of calculating royalties payable in respect of Products must be determined by mUltiplying the Net Sales price of the Combination Product by a fraction, N A + B, where A is the total invoice price ofthe component or components covered by it Valid Claim of ) EGERA Technologies, lEGERA Invented Patent 3 - -- " - . .-CURIS-/EGERA license and Collaboration ( Execution Copy ) Rights or Jointly Invented Patent Rights if sold separately in the relevant market and B is the total invoice price of any other components in the combination if sold separately in the relevant market . In the event that the component covered by a Valid Claim of lEGERA Technologies, · lEGERA Invented Patent Rights or Jointly Invented Patent Rights or any other component in the Combination Product is not sold separately, a reasonable hypothetical market value for such component shall be determined based upon the allocation ofthe same proportions of costs, reasonable overhead and profits ( all of which must be determined on the basis of generally accepted accounting principles ) as are or should be allocated to similar component products and having an ascertainable market value