definiens: means, with respect to any Product following its First Commercial Sale, the aggregate gross amount invoiced or received by Licensee, any Affiliate or its or their sublicensee(s ) ( each, a ), for sales of such Product by a Selling Party to any Third Parties, less, to the extent customary a nd reasonable and specifically and solely allocated to the sale of such Product and actually taken, paid, accrued, allowed, included, or allocated, based on good fait h estimate as permitted by U.S. GAAP and consistent with such Selling Party ’s practice ( and consistently app lied as set forth below ): [ * * * ] Net Sales will be determined from books and records maintained in accordance with U.S. GAAP, consisten tly applied by Licensee and its Affiliates or its or th eir sublicensees . Sales between Licensee and its Af filiates and sublicensees shall be disregarded for purposes of c alculating Net Sales, except if such purchaser is a n end user ; and, in such event, Net Sales shall be calculated o n the basis of the average sales price to unaffilia ted Third Parties in the respective Calendar Year