definiens: shall mean Net Sales of a Collaboration Product by CG or JT ( for purposes of this Section 1 . 45 the ) and its respective Affiliates, less ( i ) the Operating Expenses incurred by the Commercializing Party allocable to such Collaboration KACC:\WINNlIPROFILES\BEVY.OOO\DESKTOP\1045245.I.DOC -9 -Product ( which Operating Expenses shall be reduced by the amount equal to two hundred percent ( 200 % ) of any Operating Advances received by the Commercializing Party from the other party pursuant to Section 9.2.2 below with respect to such Collaboration Product ), ( ii ) product liability expenses ( if any ) related to such Collaboration Product, to the extent not already within Operating Expenses, and ( iii)(EXceS"S - Opera'tTiig Expensesl(as defined below ) allocable to such Collaboration < ' Product not previously offset against Net Sales . For purposes of this Section 1.45, if Operating Revenues calculated above are less than zero, the amount less than zero together with interest ( as specified below ) accruing from the last day of the calendar year for which Operating Revenues are so calculated compounded annually shall be deemed and referred to as and as used in this Agreement, the term Operating Revenues shall not be deemed to refer to Excess Operating Expenses . Where JT is the Commercializing Party, such interest shall be calculated using the Japanese prime rate per annum as quoted in the section of the column of The Wall Street Journal ( U.S., Western Edition ), and where CG is the Commercializing Party, such interest shall be calculated using the U.S. prime rate per annum as quoted in the section of the column of The Wall Street Journal ( U.S., Western Edition ), in each case on the last business day of each calendar year during the period in which such interest accrues . It is understood that any such Excess Operating Expenses may be carried forward by the Commercializing Party and applied against Net Sales in subsequent periods for purposes of calculating Operating Revenues ; provided that once so applied, such Excess Operating Expenses may not be further carried forward and shall cease to be Excess Operating Expenses hereunder