definiens: shall mean, in a particular period of time, the sum of ( i ) and ( ii ) below:(i ) net sales amounts reported by Buyer ( or its Affiliates ) for sales of the Product tothird parties, calculated in a manner consistent with Buyer ’s calculations of net product salesacross its product portfolio generally and as such net product sales are reported in externallypublished audited financial statements for the Product for that period ( excluding sales to anysublicensee or Affiliate ) ( provided that if for any reason Buyer does not have externally publishedaudited financial statements for the Product, then net sales amounts for any period that would notbe covered by an externally published audited financial statement shall be calculated inaccordance with GAAP, provided that such amount reflects the gross invoice price at which theProduct was sold or otherwise disposed of by Buyer and its Affiliates ( excluding sales by anysublicensee ) to third parties in that period reduced by gross - to - net deductions, the fair - market - value amounts reasonably attributable to other components ( other than the Product ) of anycombination product or bundled product but only if such other components are therapeuticallyactive compounds that are sold separately, and amounts from a prior period which are notcollected and are written off by Buyer or its Affiliates ( including bad debts ), if not previouslydeducted from such invoiced amount, taken in accordance with GAAP ; and(ii ) net sales amounts reported by each sublicensee ( excluding amounts receivedby distributors for sales of Products sold to such distributor, if the sale amounts for such sales tosuch distributor are otherwise included by this definition of Net Sales ) for sales of the Products tothird parties as determined in accordance with GAAP