definiens: means ( a ) Net Sales from Direct Sales of Licensed Products in the Territory and ( b ) revenues received by XPH from anySublicensee, including any upfront payments, milestone payments and sales of Licensed Products ( other than sales by XPH to aSublicensee for resale, which are covered under the definition of Net Sales ), subject to the following adjustments calculated on aconsolidated basis in accordance with IFRS ( ): With respect to calculating XPH revenues arising from each Sublicensee ( other than sales by XPH to a Sublicensee for resale, whichare covered under the definition of Net Sales ), the following principles shall apply:(i ) such revenues shall be reduced for ( 1 ) Cost of Goods, ( 2 ) Commercialization Costs for launch of a Licensed Product in the Territory,(3 ) general and administrative costs ( which shall not include depreciation and amortization attributable to the Licensed Products in theTerritory ) related to the Commercialization of the Licensed Products for the Territory, and ( 4 ) Development Costs incurred after initialRegulatory Approval in the Territory related to Clinical Studies necessary for market expansion ; and(ii ) where costs and expenses are shared among multiple Licensed Products or between Licensed Products and one or more othercommercial product(s ) licensed to a Sublicensee, reasonable allocations based on such factors as the number of products, projects, andsublicenses benefitting from the cost or expense and relative market share of each such product, project, or sublicense shall be utilized inthe calculation of Net Profits hereunder