definiens: means the consideration received, or the fair mar ket value attributable to, each Sale, less Qualifying Costs that are directly attributable to a Sale, specifically identified on an invoice or other documentation and actually borne by Company or its Affiliates or Sublicensees . For purposes of determi ning Net Sales, means the cash considera tion that Company or its Affiliates or Sublicensees would realize from an unrelated buyer in an arm ’s length sale of an identical item sold in the same quantity and at the time and place of the transaction . If any Licensed Product is to be sold as part of a product that inc orporates one or more active pharmaceutical ingredients that are not a Licensed Product, then parties shall negotiat e in good faith to agree on an appropriate adjustment to the Net Sa les of such combination product to reflect the rela tive fair market value of the Licensed Product and any other pharmaceutically active ingredients contained in su ch combination product . If the parties can not reach ag reement, then the Net Sales of such combination pro duct shall be determined by multiplying [ * * * ], in each case du ring the applicable royalty reporting period or, if sales of both the applicable Licensed Product and the other produ ct(s ) did not occur in such period, then in the mos t recent royalty reporting period in which such separate sal es of both such Licensed Product and the other prod uct(s ) occurred . In the event that an average sale price c annot be determined for both the applicable License d Product and all other active pharmaceutical products(s ) inc luded in such combination product, then Net Sales o f the applicable Licensed Product shall be calculated by multiplying [ * * * ] . If the parties can not promptly a gree on the respective fair market values of such Licensed Prod uct and such other product(s ), they shall engage a mutually acceptable 3 [ * * * ] Portions of this Exhibit have been redacted p ursuant to a Confidential Treatment Request . An unredacted version of this Exhibit has been filed Separately with the Securiti es and Exchange Commission expert to determine, as promptly as practicable, th e respective fair market values of such Licensed Pr oduct and such other product(s ) . Such expert determination sh all be final and binding on the parties and the cos t of such expert ’s review shall be borne equally by the Compa ny and University ( with the University portion of s uch fee to be offset from the next applicable payment due here under )