definiens: shall mean the sum of : 1.the gross sales price of ( x ) Licensed Product in the form Marketed by [COMPANY] or its Affiliates after 1 July 2014 ; and ( y ) Licensed Product A in the form Marketed by licensees or sub- licensees ( including through multiple tiers ) and/or marketing partners of [COMPANY], its Affiliates or their resp ective licensees or sub - licensees ( including through multi ple tiers ) after 1 July 2014 under any agreement be tween them where Marketing by such persons is subject to a Sel ling Price Revenue Structure ( whether such agreemen t exists or was agreed on, before or after 01 July 2014 ), in each case to end user customers less ( i ) cash, qua ntity and trade discounts, rebates and other price reductions ( incl uding retroactive price reductions ) actually given to end user customers under price reduction programs, ( ii ) sale s, use, value - added and other taxes paid in respect of sales ( excluding personal and corporate income taxes ), an d ( iii ) an allowance for contractual adjustments an d for uncollectible or bad debts determined in accordance with generally accepted accounting principles ; and 2.any up - front, milestone or other cash considerati on ( or cash equivalent of non - cash consideration ) ( but excluding any consideration des cribed in clause 1.18.1 ) received by [COMPANY] or it s Affiliates specifically in consideration for any license or su b - license or other contract granted to a Third Part y to Market a Licensed Product and/or otherwise use the Assigned Patent Rights and/or the Licensed Technology, in each case, excluding amounts received to reimbur se [COMPANY] ’s or its Affiliates ’ cost to perform research, development or similar se rvices connected with technology transfer or techni cal assistance in connection with the Licensed Product