definiens: of Licensed Products means the actual cash receipts of Licensee or its Sublicensees and, if applicable, the value of all properties and services received in consideration of a Sale ( as defined above ) of Licensed Products, less only : ( a ) customary trade, quantity, or cash discounts actually allowed and taken ; CONf\DENT\AL -2-(b ) any freight or other transportation costs, insurance charges, import / export duties, tariffs or other excise taxes separately invoiced to and paid or reimbursed by the purchaser ; ( c ) retUrns which are accepted by Licensee or its Sublicensees from unrelated purchasers.in accordance with their nonnal practice and for which Licensee or its Sublicensees give credit to such purchasers ; and ( d ) sales or use taxes which Licensee or its Sublicensees are - under a legal obligation to pay ; provided . however, that where a Sale ( as defined above ) is deem ~ d consummated by the transfer or other disposition of Licensed Products for other than a selling price stated in cash ; the tenn shall mean the average Net Selling Price billed by Licensee or its Sublicensee, as the case may be, in consideration of the Sale of comparable Licensed Products during the three ( 3 ) month period immediately preceding such Sale, without reduction of any kind . -With respect to a Licensed - Product that is a Combination Product, shall mean -the ( as defined below ) of such Combination Product less the allowances and adjustments listed in items ( a ) through ( d ) above . of Combination Products shall mean the gross sales multiplied by a fraction, A/(A + B ), where shall be the average per unit price of the Licensed Product as sold alone in that country and shall be the average per unit selling price in the country -of each pharmaceutically active ingredient in the Combination Product other than the Licensed Product . IfB i ! ) available in the country, the leaSt expensive presentation shall be used as reference for the calculation . The fraction, A/(A+B ), shall never be less than one - half ( 1/2 ) . If sufficient information is not available to make this calculation, then Liqens6r and Licensee shall mutually agree on a surrogate measurement . . ' .