definiens: means the net sales made by Nuvios, Novartis and any of their Affiliates or sublicensees ( the ) of the Licensed Product sold to Third Parties ot her than sublicensees in bona fide, arm’s - length transactions, as determined in accordance wi th the Selling Party ’s usual and customary accounti ng methods, which are in accordance with its Accountin g Standards as consistently applied by such Selling Party : ( a ) in the case of any sale or other disposal of a Licensed Product between or among Novartis and its Affiliates or sublicensees, for resale, Net Sales shall be cal culated only on the value charged or invoiced on th e first arm ’s length sale thereafter to a Third Party ; ( b ) in the case of any sale which is not invoiced or is deliv ered before invoice, Net Sales shall be calculated at the time of shipment or when the Licensed Product is paid fo r, if paid for before shipment or invoice ; ( c ) in the case of any sale or other disposal for value, such as barte r or counter - trade, of any Licensed Product, or part thereof oth er than in an arm’s - length transaction exclusively for money, Net Sales shall be calculated on the value of non - c ash consideration received or the fair market price ( if higher ) of the Licensed Product in the country of sale or d isposal ; and ( d ) in the event the Licensed Product is sold as a Bundled Licensed Product, the Net Sales of the Lice nsed Product, for the purposes of determining royal ty payments, shall be determined by multiplying the Ne t Sales of the Bundled Licensed Product by the frac tion, A/(A+B ) where A is the weighted ( by sales volume ) a verage sale price in a particular country of the Li censed Product when sold separately in finished form and B is the weighted average sale price in that country of the other Licensed Product(s ) sold separately in finish ed form . In the event that such average sale price can not be determined for both the Licensed Product and the ot her Licensed Product(s ) in Bundled Licensed Product, Net Sales for purposes of determining royalty payments shall be agreed by the Parties based on the relativ e value contributed by each component, such agreement not t o be unreasonably withheld . For the avoidance of do ubt, sales between Novartis, its Affiliates, sublicensee s and designees shall not be considered Net Sales ( unless such Person is the end user of the Licensed Product ), wh ich shall be calculated on Net Sales of Novartis, i ts Affiliates, sublicensees and designees to independent third par ty customers . ” 3 ( b ) Section 5.4 of the Agreement is revised to incl ude the following text at the end of Section 5.4 : “ [COMPANY] will pay any and all taxes levied on account of any payments made to it under this Agreement . I f any taxes are required to be withheld by Nuvios, Nuvios will : ( a ) deduct such taxes from the payment made to [COMPANY] ; ( b ) timely pay the taxes to the proper taxing autho rity ; ( c ) promptly send proof of payment to [COMPANY] ; and ( d ) promptly and reasonably assist [COMPANY] in its eff orts to obtain a credit for such tax payment . Each Party agrees to reasonably assist the other Party in lawfully cl aiming exemptions from and/or minimizing such deduc tions or withholdings under double taxation laws or similar circumstances . ” ( c ) The first sentence of Section 5.2 of the Agreem ent is revised to read in full as follows : “ 5.2 Payments and Reporting