definiens: means : ( a ) with respect to a Licensed Product that is not a Combination Product, the gross amount invoiced by [COMPANY], its Affiliates and its sublicensees of such Licensed Product to Third Parties, less ( i ) actual bad debts related to such Licensed Product and ( ii ) sales returns and allowances actually paid, granted or accrued, including, trade, quantity and cash discounts and any other adjustments, including, those granted on account of price adjustments, billing errors, rejected goods, damaged or defective goods, recalls, -8 - returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, adjustments arising from consumer discount programs or other similar programs, customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except income taxes ) or duties relating to sales ( including taxes paid by [COMPANY], its Affiliates or sublicensees to the United States government or an instrumentality thereof under 26 U.S.c . § 4131 or other similar legislation, or to any state government or foreign government, pursuant to a statutory scheme to insure against liability arising out of the manufacture, use or sale of vaccine products ), any payment in respect of sales to the United States government, any state government or any foreign government, or to any other Governmental Authority, or with respect to any government - subsidized program or managed care organization, and freight and insurance ( to the extent that [COMPANY] bears the cost of freight and insurance for a Licensed Product ) ; and ( b ) with respect to a Combination Product, ( i ) if ( 1 ) the Licensed Product contained in such Combination Product and ( 2 ) the products that collectively contain, as their respective sole active ingredient(s ), all of the other Additional Components and other therapeutically active ingredients, as the case may be, included in such Combination Product, are sold separately by any of [COMPANY], its Affiliates and/or any Third Party in such country during such [COMPANY] Quarter when [COMPANY], its Affiliates or sublicensees sells such Combination Product, the Net Sales attributable to such Combination Product during such [COMPANY] Quarter shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction AI(A+B ) where : A is [COMPANY] 's ( or its Affiliates ' or Third Party 's . as applicable ) average Net Sales price per single dose, during such [COMPANY] Quarter in such country, for the Licensed Product contained in such Combination Product and B is the sum of the average of [COMPANY] 's ( or its Affiliates ' or Third Party 's . as applicable ) Net Sales price per single dose, during such [COMPANY] Quarter in such country, for the products described in clause ( 2 ) above ; ( ii ) if [COMPANY] and/or its Affiliates and/or any Third Party separately sells, in such country during such [COMPANY] Quarter when it sells such Combination Product, the Licensed Product contained in such Combination Product as a separate product but does not separately sell, in such country, products that collectively contain as their respective sole active ingredient(s ) all of the other Additional Components and other therapeutically active ingredients, as the case may be, included in the Combination Product, the Net Sales attributable to such Combination Product during such [COMPANY] Quarter shall be calculated by multiplying the Net Sales of such Combination Product by the fraction A / C where : A is [COMPANY] 's ( or its Affiliates ' or Third Party 's, as applicable ) average Net Sales price per single dose, during such [COMPANY] Quarter in such country, for the Licensed Product contained in such Combination Product, and C is [COMPANY] 's ( or its Affiliates ' or sublicensees ', as applicable ) average Net Sales price per single dose, during such [COMPANY] Quarter in such country, for the Combination Product ; provided, however, that in the event the fraction AlC is less than 112, the Net Sales attributable to such Combination Product during such [COMPANY] Quarter shall be calculated -9 - by multiplying the Net Sales of such Combination Product, as determined in accordance with clause ( a ) hereof . by fifty percent ( 50 % ) ; ( iii ) if ( 1 ) [COMPANY] and/or its Affiliates and/or any Third Party do not separately sell, in such country during such [COMPANY] Quarter when it sells such Combination Product, the Licensed Product contained in such Combination Product as a separate product and ( 2 ) such Combination Product does not contain any Third Party Components ( as defined below ), the Net Sales attributable to such Combination Product during such [COMPANY] Quarter shall be calculated by multiplying the Net Sales of such Combination Product, as determined in accordance with clause ( a ) hereof, by fifty percent ( 50 % ) ; and ( iv ) if none of clauses ( i ), ( ii ) or ( iii ) above apply, the Net Sales attributable to such Combination Product during such [COMPANY] Quarter shall be calculated by multiplying the Net Sales of such Combination Product by D/(D+E ) where D is the fair market value of the portion of the Combination Product that contains the Licensed Product and E is the fair market value of the portion of the Combination Product containing the Third Party Components and any other Additional Components included in such Combination Product, as such fair market values are reasonably determined in good faith by [COMPANY] in consultation with [COMPANY] . means any Additional Component or other therapeutically active ingredient the rights to which are owned by a Third Party and not licensed hereunder to [COMPANY]