definiens: -shall mean : ( i ) the total amount invoiced by the Company or any Aﬃliated Entity thereof and thetotal amount invoiced by each Sublicensee in connection with the sale of WISProducts ( including any Companion Diagnostic Kits of any WIS Products, whethersold together with or separately from any WIS Products ) ; and - 9 - ( ii ) the total amount invoiced by the Company or any Aﬃliated Entity thereof inconnection with the sale of Company Products ( including any CompanionDiagnostic Kits of any Company Products, whether sold together with orseparately from any Company Products ) ; ( for the avoidance of doubt, whether such sales are made before or after the FirstCommercial Sale of any Product in any country ) ; in all cases after deduction of : ( i ) sales taxes ( including value added taxes ) to the extent applicable to such saleand included in the invoice in respect of such sale ; ( ii ) freight and insurance charges to the extent such items are separately itemised oninvoices ; ( iii ) credits or allowances, if any, actually granted on account of price adjustments, recalls, rejections or returns of Products previously sold ; ( iv ) bad debts ( as determined in accordance with relevant GAAP rules ) deriving fromNet Sales in respect of which royalties were paid by the Company hereunder ; - 10 - provided that : ( a ) with respect to sales which are not at arms - length and/or are not in the ordinarycourse of business and/or are not according to then current market conditions forsuch a sale, the term shall mean the total amount that would havebeen due in an arms - length sale made in the ordinary course of business andaccording to the then current market conditions for such sale or, in the absence ofsuch current market conditions, according to market conditions for sale of productssimilar to the Products ( or Companion Diagnostic Kits, as applicable ) ; and ( b ) with respect to sales by the Company of Products ( or Companion Diagnostic Kits, as applicable ) and/or sales by a Sublicensee of WIS Products ( or CompanionDiagnostic Kits, as applicable ), as applicable, to any Aﬃliated Entity of theCompany or of such Sublicensee, as the case may be, the term, shall mean the higher of : ( A ) ” Net Sales ”, as deﬁned in paragraph ( a ) above ; and(B ) the total amount invoiced by such Aﬃliated Entity on resale to an independentthird party purchaser after the deductions speciﬁed in subparagraphs ( i ) and ( ii)above, to the extent applicable ; 1.2.21