definiens: with respect to a given period, means the net sales of the Covered Products duringsuch period, in arm ’s length sales by Parent, the Surviving Corporation or their respective Affiliates or Sublicensees toThird Parties, in each case calculated in accordance with GAAP applied on a consistent basis, and in accordance, withthe practices, methodologies and principles utilized by Parent in the calculation of net sales for purposes of Parent’saudited consolidated financial statements for the fiscal year in which such net sales occur ; provided that for the purposesof calculating GAAP Net Sales, ( a ) in the case of Affiliates or Sublicensees, GAAP Net Sales will include sales made bythose Persons to Third Parties irrespective of whether Parent or the Surviving Corporation would normally be required byGAAP to consolidate those sales for the purposes of Parent ’s consolidated financial statements and ( b ) the paragraphsfollowing clause ( i ) in the definition of Net Sales shall apply to the definition of GAAP Net Sales on a mutatis mutandisbasis as though GAAP Net Sales were Net Sales