definiens: ) shall mean the gross sales price of such Combination Product billed by Triangle, its Affiliates or sublicensees to indepen dent customers, including any consideration received, directly or indirectly, fro m such customers in respect of the sale, distribution or transfer of Licensed P roducts, less all the allowances, adjustments, reductions, discounts, tax es, duties, rebates and other items referred to in Section 1.23 multiplied by a f raction, the numerator of which shall be the billing party 's Acquisition Cost or Manufacturing Cost, 6 as applicable, for all Compounds included in such L icensed Product and the denominator of which shall be the billing party 's A cquisition Cost or Manufacturing Cost, as applicable, for all active i ngredients contained in such Licensed Product, all determined in accordance with U.S. GAAP . In the event that Triangle or its Affiliates or sublicensees distribu te any Licensed Products to a third party for non - monetary consideration ( e.g., b arter or exchange ), such distribution shall be considered a sale for account ing and royalty purposes . Net Sales for any such distributions shall be determine d on a country - by - country basis and shall be the average price of sales by Triangle or its Affiliates or sublicensees in such country in the T erritory during the royalty period in which such sale occurs or, if no such sales occurred in such country in the Territory during such royalty p eriod, during the last royalty period in which such sales o ccurred . If no sales have occurred in a particular country in the Territory, Net Sales for any such distributions in such country in the Territory, shall be the average price of sales in all countries in the Ter ritory during such royalty period