definiens: Net Component Price " shall mean, with respect to a Customer and a country, expressed in local currency, the average net price charged to such Customer for the TMC278 Product or Truvada, as the case may be, in such country during the most recently completed Calendar Quarter as to which data are available to allow such calculation, which price shall be calculated by Tibotec ( for the TMC278 Product ) or [COMPANY] ( for Truvada ) based on the data and information maintained by it ( and its applicable Affiliates ) in the ordinary course of its business, on a consistent basis ; provided, however, that for Customers in the United States, the calculation of the Net Component Price shall not take into account prompt - pay discounts . For clarity, except as otherwise expressly provided in this definition, the Net Component Price shall take account of any customer - specific discounts or rebates provided to such Customer . Notwithstanding any of the foregoing, in the case of determining the Net Component Prices of the TMC278 Product and Truvada with respect to any given country, ( a ) the Parties may elect by mutual written agreement to include or exclude from the calculation of the Net Component Price any deductions, payments or rebates given to Customers in such country and ( b ) the Parties shall coordinate in good faith to harmonize their respective practices in the calculation of Net Component Prices in such country, such that each Party 's method of calculating the Net Component Price for its respective products includes or excludes the same categories or types of deductions as the other Party 's method