definiens: shall mean th ~ ouiii · l~~~iced;~dany ( ) iller amounts " orreoates rec ~ d by a-\\ rparty, its Affiliates or Sublicensees for the sale of Products in the Territory to bona fide independent i ( Third Parties, less, to the extent paid, allowed or given : ( i ) outer packing, freight or transportation ( charges and insurance relating thereto ; ( ii ) sales, value added and excise taxes or customs duties paid I by the selling party, and any other governmental charges ( excluding income taxes ) actually imposed upon the sale of the Products ; ( iii ) reasonable distributors ' fees, rebates or allowances, actually ( granted, allowed or incurred ; ( iv ) trade and prompt payment discounts, quantity discounts, cash \ discounts or reasonable charge - backs actually granted, allowed or incurred in the ordinary course of } business in connection with the sale of Products, and ( v ) reasonable allowances or credits to ~ customers, not in excess of the selling price of the Products, on account of rejection, outdating, l recalls or return of, or price adjustments regarding the Products . In the event a Product is sold which 1 is a Combination Product, for purposes of determining payments due hereunder, Net Sales of 1 Combination Products shall be calculated by multiplying the Net Sales of the Combination Product \ by the fraction A over A+B, in which A is the Gross Selling Price of the Product when such Product \ is sold in substantial quantities comprising a Collaboration Compound as the sole therapeutically ! active ingredient during the applicable accounting period in whic h the sales of the Product were made, ~ and B is the sum of the Gross Selling Price of the other therapeutically active ingredients contained in t the Combination Product sold separately in substantial quantities during the accounting period in t question . All Gross Selling Prices of the therapeutically active ingredients of the Product and \ Combination Products shall be calculated as the average Gross Selling Price of the therapeutically t active ingredients in such Products and Combination Products during the applicable accounting ! period for which the Net Sales are being calculated . In the event that no separate sale of either ( x ) the Product comprising a Collaboration Compound as the sole therapeutically active ingredient or ( y ) the I other therapeutically active ingredients of the Combination Product are made during the accounting \\, period in which the sale was made, or if the Gross Selling Price for a particular therapeutically active ingredient included in a Combination Product can not be determined for an accounting period, Net \ Sales allocable to each of the therapeutically active ingredients in the Combination Product shall be 1 determined by mutual agreement reached in good faith by the Parties prior to the end of the \, . accounting period in question based on an equitab Ie method of determining same that takes into account, in the Territory, variations in potency, the relative contribution of each therapeutically active \ ingredient in the Combination Product, and relative value to the end - user of each thera eutically ' .. active in edien For oses 0 t IS ection, I ROSS SELLlNGPruCE.- ... _ ... -- ... --------------~----~~.-.- .. - .. ~---~--~ ....... ~.~ 1.55 shall have the meaning assigned to such term in Section 12.2.1