definiens: means, with respect to a Product, the total gross amount invoiced on sales of the Products by MDCO and itsAffiliates to non - Sublicensee Third Parties ( including to Distributors ) in the Field in the Territory, less such items, asdetermined from the books and records of MDCO or its Affiliates, as applicable, that such entity deducts from such grossamount for purposes of determining the net sales account used in the preparation of its independently audited financialstatements and otherwise in accordance with GAAP, including cash discounts, returns, charge - backs, rebates, fees for servicesand Third Party administrative fees allocable to such product and amounts previously included in Net Sales that are written - offas uncollectible ; provided that if any such written - off amounts are subsequently collected, such collected amounts shall beincluded in Net Sales in the period in which they are subsequently collected . For purposes of this Agreement, shallinclude any transfer or other distribution or disposition of such Product other than transfers or other distributions ordispositions of such Product, at no charge or at a nominal charge, for pre - clinical, clinical or regulatory purposes or tophysicians or hospitals for promotional purposes, provided such transfer, distribution or disposition is not made in exchangefor lower prices on other MDCO products, as applicable, or for other noncash consideration . In the event that consideration inaddition to or in lieu of money is received for the sale of such Product in an arms - length transaction, the fair market value ofsuch consideration shall be included in the determination of Net Sales for such sale . To the extent that such Product is sold inother than an arms - length transaction, Net Sales for such sale shall be the average sales price of such Product sold in arms - length transactions during the applicable royalty reporting period in the country in which the non - arms - length transactionoccurred . If MDCO or any of its Affiliates sell such Product as part of a discounting program that financially disadvantagesthe Product(s ) relative to other MDCO products, then all such discounts shall be reasonably allocated proportionately betweensales of the Products, as applicable, and sales of any other MDCO products . MDCO will not use a Product as a orbundle a Product with sales of its other products in any discounting program that would result in financially disadvantagingsuch Product relative to other MDCO products