definiens: means, with respect to the Co - Development Product, Net Sales of such Co - Development Product by a Party or its Affiliates ( or in the case ofDyax, its licensees ) less the Co - Development Costs allocable to such Co - Development Product ; provided that in no event shall any amounts deducted from the invoice price for the purpose of calculating Net Sales also be counted toward the amount of Co - Development Costs . To the extent Net sales exceeds Co - Development Costs for the relevant period, such amount of difference shall be deemed and to the extent that Co­Development Costs exceed Net Sales for the relevant period, such amount of difference shall be deemed 1.24 means, with respect to the Co - Development Product sold by CAT, [COMPANY] or their Affiliates ( or in the case of [COMPANY], its licensees ), the price invoiced by that party to the relevant purchaser ( or in the case of a sale or other disposal otherwise than at arm 's length, the price which would have been invoiced in a bona fide arm 's length contract or sale ) but deducting the costs of packing, transport and insurance, customs duties, any credits actually given for returned or defective Co - Development Product, nonnal trade discounts actually given, and sales taxes, V AT or other similar tax charged on and included in the invoice price to the purchaser . Net Sales shall also include the fair market value of any other consideration ( whether in cash, payment in kind, exchange or other form ) actually received by a Party or its Affiliates ( or in the case ofDyax, its licensees ) from Third Parties with respect to transactions involving the development or WRAGGE2 # 3700520 vI [ PCD]/[LED ] 64 commercialization of the Co - Development Product, to the extent such consideration is fairly and reasonably attributable to such Co - Development Product