definiens: ) shall mean the gross sales price of such Combination Product billed by Triangle, its Affilia tes or sublicensees to independent customers, inclu ding any consideration received, directly or indirectly, fro m such customers in respect of the sale, distributi on or transfer of Licensed Products, less all the allowances, adju stments, reductions, discounts, taxes, duties, reba tes and other items referred to in Section 1.23 multiplied by a f raction, the numerator of which shall be the billin g party ’s Acquisition Cost or Manufacturing Cost, as applicab le, for all Compounds included in such Licensed Pro duct and the denominator of which shall be the billing p arty ’s Acquisition Cost or Manufacturing Cost, as a pplicable, for all active ingredients contained in such Licens ed Product, all determined in accordance with U.S. GAAP . In the event that Triangle or its Affiliates or sublic ensees distribute any Licensed Products to a third party for non - monetary consideration ( e.g., barter or exchange ), such distribution shall be considered a sale for ac counting and royalty purposes . Net Sales for any such distributi ons shall be determined on a country - by - country bas is and shall be the average price of sales by Triangle or its Affiliates or sublicensees in su ch country in the Territory during the royalty period in which su ch sale occurs or, if no such sales occurred in such country in the Territory during such royalty p eriod, during the last royalty period in which such sales occurred . If no sales have occurred in a particular country in the Territ ory, Net Sales for any such distributions in such country in the T erritory, shall be the average price of sales in all countries in the Territory during such royalty peri od