definiens: means, with respect to an Earn - Out Product and a Net Sales Measurement Period for such Earn - Out Product, ( a ) the grossamount invoiced by the Earn - Out Product Selling Entities for the sale or other commercial disposition of such Earn - Out Product anywherewithin the US Territory during such Net Sales Measurement Period ( which shall be in accordance with GAAP ) minus ( b ) Permitted Deductionswith respect to such sales, in each case as determined in accordance with the applicable Earn - Out Product Selling Entity ’s usual andcustomary accounting methods consistent with the treatment of other branded prescription products commercialized by such Earn - OutProduct Selling Entity ; provided, that ( i ) in the case of any sale of such Earn - Out Product between or among Earn - Out Product Selling Entitiesfor resale, Net Sales shall be calculated only on the value charged or invoiced on the first arm ’s length sale thereafter to a third party and ( ii ) ifsuch Earn - Out Product is sold or otherwise commercially disposed of for consideration other than cash or in a transaction that is not at arm’slength between the buyer of such Earn - Out Product and the applicable Earn - Out Product Selling Entity for such Earn - Out Product, then thegross amount to be included in the calculation of Net Sales shall be the amount that would have been received had the transaction beenconducted at arm ’s length and for cash ( where such amount shall be determined, wherever possible, by reference to the average selling priceof such Earn - Out Product in arm ’s length transactions in the US Territory ) . Net Sales shall not include transfers or dispositions for charitable, promotional or sampling, pre - clinical, clinical, regulatory, or governmental purposes . If an Earn - Out Product is sold in the US Territory in theform of a Combination Product, then the Net Sales for such Combination Product in the US Territory shall be calculated as follows : - 16 -(1 ) If the Earn - Out Product Selling Entity separately sells in the US Territory, ( A ) TIBSOVO or Vorasidenib ( the ) and ( B ) products containing as their sole active ingredients the other active ingredients in such Combination Product, the Net Salesattributable to such Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fractionA/(A+B ) where : is the Earn - Out Product Selling Entity ’s average Net Sales price during the period to which the Net Sales calculationapplies for the Mono Product in the US Territory and is the Earn - Out Product Selling Entity ’s average Net Sales price during theperiod to which the Net Sales calculation applies in the US Territory, for products that contain as their sole active ingredients the otheractive ingredients in such Combination Product