definiens: means, with respect to a certain time period and Product, the gross invoiced sales pricescharged for a Product ( after Marketing Approval of such Product ) sold by Santen, its Aﬃliates, and any of their Sublicensees(the ) in arm ’s length transactions to Third Parties ( other than sales between Santen, its Aﬃliates, and / ortheir respective to Sublicensees ) during such time period, less the total of the following charges or expenses, as determinedin accordance with IFRS ( or, if used in lieu of IFRS by the applicable seller, GAAP ) and ( to the extent consistent with IFRS orGAAP ) in accordance with the books and records of Santen or its applicable Aﬃliate or Sublicensee, consistently appliedacross all similar products sold by Santen and to the extent actually invoiced, allowed, incurred or applied : ( a ) [ * * * ] ; ( b ) [ * * * ] ; ( c ) [ * * * ] ; and ( d ) [ * * * ] . To the extent any accrued amounts used in the calculation of Net Sales are estimates, such estimatesshall be trued - up in accordance with Santen ’s ( and its Aﬃliates ’ ) accounting policies consistent with IFRS, as consistentlyapplied, and Net Sales and related payments under this Agreement shall be reconciled as appropriate