Common use of Net Sales Clause in Contracts

Net Sales. The term "Net Sales" shall mean the total amount invoiced to third parties on sales of Licensed Products by Licensee, its Affiliates, or Sublicensees, for which royalties are due under Article 3 below, less the following reasonable and customary deductions to the extent applicable to such invoiced amounts: (i) all trade, cash and quantity credits, discounts, refunds or government rebates; (ii) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; (iii) packaging, handling fees and prepaid freight, sales taxes, duties and other governmental charges (including value added tax); and (iv) provisions for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of such Licensed Products; accordingly, Net Sales shall not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or the like. For the removal of doubt, Net Sales shall not include sales by Licensee to its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by such Affiliate to third parties on the resale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, Licensee may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in place of the foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's sales.

Net Sales. The term "“Net Sales" ” shall mean the total amount gross amounts invoiced to third parties on sales of Licensed Products by Licensee, its Affiliates, or Sublicensees, for which royalties are due under Article 3 below, less the following reasonable and customary deductions to the extent applicable to such invoiced amounts: (i) all trade, cash and quantity credits, discounts, refunds Licensee or government rebates; (ii) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; (iii) packaging, handling fees and prepaid freight, sales taxes, duties and other governmental charges (including value added tax); and (iv) provisions for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of such Licensed Products; accordingly, Net Sales shall not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or the like. For the removal of doubt, Net Sales shall not include sales by Licensee to its Affiliates for resale, provided that if Licensee sells a Licensed Product or Sublicensees to an Affiliate for resale, Net Sales shall include the amounts invoiced by such Affiliate to third parties Third Parties on the resale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, or (ii) Licensee may upon approval or its Affiliates to Third Parties on sales of Company Products; in each case, less the following items, to the extent attributable to such sales of Products (if not previously deducted from the amount invoiced): (a) […***…]; (b) […***…]; (c) […***…]; (d) […***…]; (e) […***…]; (f) […***…]; and (g) […***…]. Net Sales shall include all consideration charged by ScrippsLicensee, which approval shall not be unreasonably withheldits Affiliate, substitute or, solely in the definition case of "Licensed Products, a Sublicensee (in each case, a “Selling Party”), in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales," used , a sale shall be deemed to have occurred when an invoice therefor shall be generated or the Product is shipped for delivery. Sales of Products by one Selling Party to another Selling Party for resale shall be excluded, and only the subsequent sale of such Products to unrelated parties shall be included in the calculation of Net Sales hereunder. The deductible items listed in sub-clauses (a)-(g) above shall be either (i) included as line items on the invoice, or (ii) reasonably supported by other appropriate documentation as being specifically attributable to sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the Selling Party; and such amounts shall be included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 6.3. If Licensee or another Selling Party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received. Products distributed as free promotional samples or in any compassionate use program, donated to non-profit institutions or government agencies, in which, in each case, no monetary or other consideration is paid to or received by the Sublicensee to calculate payments to Licensee Selling Party, and Products used in place of the foregoing definition of "research or development activities, including, without limitation, clinical trials, shall be disregarded in determining Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's sales.

Net Sales. The term "“Net Sales" ” shall mean mean: the total amount invoiced to third parties on sales of Licensed Products revenue actually received by LicenseeLicensee or its Affiliate(s), its Affiliatesduring any specified period in accordance with GAAP for the sale, transfer, or Sublicensees, for which royalties are due under Article 3 belowother disposition of a Licensed Product, less the following reasonable and customary deductions to the extent applicable to such invoiced amounts: (i) all trade, cash and quantity credits, discounts, refunds rebates or government rebatesrefunds; (ii) amounts for claims, credits or allowances or credits for returns, retroactive price reductionsbilling errors, damaged, outdated or chargebacksrecalled Licensed Products, in each case during such period; and (iii) packagingpackaging costs, handling fees fees, insurance and prepaid freight, sales taxes, duties and other governmental charges (including value value- added tax), but excluding what is commonly known as income taxes; and (iv) provisions provided that if a Licensed Product is so sold or otherwise transferred for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products of the selling party; provided, however, that a single price in the case form of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of such Licensed Products; accordinglya Combination Product, Net Sales shall be further calculated pursuant to Section 1.16(b) below; Notwithstanding the foregoing, in the event that, in any given Calendar Quarter, a Licensed Product is sold as part of a Combination Product, the amount of revenue received for such Licensed Product shall be calculated by multiplying the revenue received for such Combination Product by the fraction A/(A+B) where “A” is the average revenue received for such Licensed Product(s) sold separately during such Calendar Quarter, and “B” is the average revenue received for the other items included in such Combination Product sold separately during such Calendar Quarter. In the event that such separate sales of components in a Combination Product were not includemade or performed during the applicable Calendar Quarter, without limitationthen the amount of revenue received for a Licensed Product that is sold as part of a Combination Product shall be calculated by multiplying the amount of revenue received for the Combination Product by *** percent (***%). The parties agree that any allocation of revenue from the sale or other disposition of Combination Products pursuant to this Section 1.16(b) shall be done in good faith, charges for apheresis, reinfusion, surgical procedures, hospital stays or the likeand shall take into consideration revenue recognition guidance under GAAP which is applicable to multiple-deliverable revenue arrangements. For the removal of doubt, Net Sales shall not include sales by between or among Licensee to and its Affiliates for resale, Affiliate; provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced sales by such Affiliate to third parties on in accordance with GAAP in connection with the resale of such Licensed ProductProduct to a Third Party. In Notwithstanding anything else in this in this section, the event that Licensee grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales supply or other disposition of Licensed ProductsProducts without charge as (i) samples, Licensee may upon approval or (ii) for use in any tests or studies reasonably necessary to comply with any applicable law, regulation or request by Scrippsa regulatory or governmental authority or as is otherwise reasonable and customary in the industry, which approval in each case shall not be unreasonably withheld, substitute included within the definition computation of "Net Sales," used by the Sublicensee to calculate payments to Licensee in place of the foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's sales.

Net Sales. The term "(i) Net Sales shall be calculated as set forth in this Section 1(b) and shall be determined in accordance with the then-current generally accepted accounting principles in the United States, consistently applied during the applicable calculation period throughout the Corporation’s organization, except as otherwise provided in Section 2 below. For clarity, as used in this Section 1, “products” refers to both products and services, and “sales” refers to any sale, transfer, lease or other disposition by the Corporation, its Affiliates (as defined below) or their sublicensees of a product or service. (ii) Subject to the conditions set forth below, “Net Sales" ” shall mean the total gross amount invoiced to third parties received by the Corporation, its Affiliates and their sublicensees for or on account of sales of Licensed Products by Licensee, its Affiliates, or Sublicensees, for which royalties are due under Article 3 below, the Corporation’s products less the following amounts to the extent separately stated on the xxxx or invoice or actually paid by the Corporation, without duplication, in effecting such sale: (A) amounts repaid or credited by reason of actual rejection or return of applicable products; (B) reasonable and customary deductions trade, quantity or cash rebates or discounts to the extent applicable to such invoiced amounts: allowed and taken; (i) all trade, cash and quantity credits, discounts, refunds or government rebates; (iiC) amounts for claimsoutbound transportation, allowances or credits for returns, retroactive price reductions, or chargebacks; (iii) packaginginsurance, handling fees and prepaid freight, sales shipping; and (D) taxes, customs duties and other governmental charges levied on or measured by sales of products, as adjusted for rebates and refunds. (including iii) Specifically excluded from the definition of “Net Sales” are amounts attributable to any sale of any product between or among the Corporation and any of its Affiliates (for purposes hereof, “Affiliate” shall mean any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with the Corporation), unless the transferee is the end purchaser, user or consumer of such product. In such cases, “Net Sales” shall be determined based on the billed or invoiced sales price by the transferee to the first third party purchaser, less the deductions allowed under Section 1(b)(ii) above. If any other sales of products are made in transactions that are not at arm’s length between the buyer and seller, then the gross amount to be included in the calculation of Net Sales will be based on the average non-discounted cash amount charged to independent third parties for the product during the same period in the same country or, in the absence of such transaction, on the fair market value added tax); and of the product in that country. (iv) provisions If any product is sold for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products of the selling party; provided, however, that in the case of Patientnon-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of such Licensed Products; accordinglycash consideration, Net Sales shall not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or be calculated based on the like. For the removal of doubt, Net Sales shall not include sales by Licensee average non-discounted cash amount charged to its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by such Affiliate to independent third parties for the product during the same period in the same country or, in the absence of such transaction, on the resale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, Licensee may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in place fair market value of the foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's salesproduct in that country.

Net Sales. The term "Net Sales" shall mean For the total amount invoiced to purposes of this Section 8.3, net sales means, in any case where a Licensor Improvement Product is sold or commercially disposed of for value by Licensor or any sublicensee of Licensor in an arm's length transaction with a third parties on sales party (other than an Affiliate of Licensed Products by LicenseeLicensor or sublicensee of Licensor), its Affiliates, or Sublicensees, the gross invoice price for which royalties are due under Article 3 belowsuch Licensor Improvement Product, less the following reasonable and customary deductions to the extent applicable to such invoiced amountsfollowing: (i) all trade, cash and quantity credits, discounts, refunds chargebacks, Medicare or other [*] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. government rebates, and rebates to purchasers actually taken or allowed; (ii) amounts credits or allowances given or made for claims, allowances rejections or credits for returns, retroactive price reductions, return of any previously sold products actually taken or chargebacksallowed; (iii) packagingto the extent included in such gross invoice price any tax or government charge imposed on the production, handling fees and prepaid freightimport, sales taxesexport, duties and other governmental charges (including sale, delivery or use of such products, including, without limitation, any value added tax)or similar tax or government charge, but not including any tax levied with respect to income; and (iv) provisions to the extent included in such gross invoice price any reasonable and documented packaging and distribution charges. Net sales shall also include and be deemed to have been made with respect to (A) any Licensor Improvement Product not sold or otherwise transferred to any third party but rather used by Licensor to provide a commercial service and (B) any other transfer of a Licensor Improvement Product for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products less than arm's length value other than intercompany transfers where the transferee is not the end user. The amount of the selling party; provided, however, that any net sale as defined in the case preceding sentence shall be imputed using the price or prices at which the Licensor Improvement Product at issue is then being sold in transactions covered by the first sentence of Patient-Specific Licensed Productsthis Section or, "Net Sales" shall equal thirty percent (30%) if no such transactions have occurred, on a reasonable basis to be determined at the time by the Parties. Notwithstanding any other provision of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoingthis Section, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and net sales shall not include charges related the transfer without consideration of any Licensor Improvement Product by Licensor (x) for use in any clinical trial or in any preclinical or other research, (y) as detailing samples or other use to services (other than cell separation and expansion) performed promote additional net sales in connection amounts consistent with the sale normal business practices of such Licensed Products; accordinglyLicensor, Net Sales shall not include, without limitation, charges or (z) for apheresis, reinfusion, surgical procedures, hospital stays or the like. For the removal of doubt, Net Sales shall not include sales by Licensee to its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by such Affiliate to third parties on the resale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, Licensee may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in place of the foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's salescompassionate use.

Net Sales. The term "Net Sales" shall mean the total amount invoiced to third parties on sales of Licensed Products by Licensee, its Affiliates, or Sublicensees, for which royalties are due under Article 3 below, less the following reasonable and customary deductions to the extent applicable to such invoiced amounts: (i) all trade, cash and quantity credits, discounts, refunds or government rebates; (ii) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; (iii) packaging, handling fees and prepaid freight, sales taxes, duties and other governmental charges (including value added tax); and (iv) provisions for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied to all products of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) [* ] of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed in connection with the sale of such Licensed Products; accordingly, Net Sales shall not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or the like. For the removal of doubt, Net Sales shall not include sales by Licensee to its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by such Affiliate to third parties on the resale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, Licensee may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in place of the foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's sales.

Net Sales. The term "“Net Sales" ” shall mean the total gross amount invoiced to third parties on sales of Licensed Products by Licensee, its AffiliatesAffiliates or its Sublicensees, or Sublicenseesany of them (in each case, for which royalties are due under Article 3 belowa “Selling Party”), to Third Parties on all sales of Products, less the following reasonable and customary deductions to the extent applicable to such invoiced amounts: (ia) all trade, cash and quantity credits, discounts, refunds discounts actually granted or government rebatesallowed; (iib) amounts credits or allowances for claims, allowances or credits for returnsallowances, retroactive price reductions, or chargebacksrejected or returned goods; (iiic) packagingrebates and chargebacks granted or allowed to managed health care organizations, handling fees and prepaid freight[***], sales taxespharmacy benefit managers (or equivalents thereof), duties national, state/provincial, local, and other governmental governments and their agencies, and purchasers and reimbursers, or to trade customers; (d) transportation charges for the delivery of Products, including handling charges and insurance premiums relating thereto; (including e) sales, use, excise or value added taxtaxes (except for any value added taxes that are reimbursable or reimbursed to the Selling Party) actually paid in connection with sales of Products (but excluding what are commonly known as income taxes or gross receipt taxes); (f) duties imposed and paid on the import of Products for sale; and (ivg) provisions a reasonable allowance for uncollectible accounts determined in accordance with reasonable accounting practices, consistently applied bad debts directly attributable to all products sales of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "provided that such allowance shall not exceed [***] of Net Sales" Sales amounts for the applicable reporting period. Licensee agrees to use, and to cause its Affiliates to use, commercially reasonable efforts to collect and enforce such bad debts from the debtors. Net Sales shall include all consideration charged by Licensee, its Affiliates or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, an amount in cash equal thirty percent (30%) to the fair market value of the foregoing amounts (after the deductions described in (i) through (iv) above)such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is generated or the Product shipped for delivery. Sales of Products by one Selling Party to another Selling Party for resale shall be excluded, and only the subsequent sale of such Products to unrelated parties shall be included in the calculation of Net Sales hereunder. Notwithstanding the foregoing, it Products used in any clinical, pre-clinical or non-clinical research or development activities, donated to non-profit institutions or government agencies, or provided in a sampling program or compassionate use program, in each case in which no monetary or other consideration is understood that paid to or received by Licensee, its Affiliates or any Sublicensee, shall be disregarded in determining Net Sales. The deductible items listed in sub-clauses (a)-(g) above shall be either (i) included as line items in the invoice, or (ii) reasonably supported by other appropriate documentation as being specifically attributable to actual sales of Products in accordance with U.S. Generally Accepted Accounting Standards (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the Selling Party., and the deductible item listed in sub-clause (g) above shall be taken in accordance with GAAP or IFRS, as applicable, consistently applied throughout the organization of the Selling Party. If the Selling Party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales shall include only in the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed applicable reporting period in connection with the sale of which such Licensed Products; accordingly, Net Sales shall not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays refunded or the like. For the removal of doubt, Net Sales shall not include sales by Licensee to its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the reimbursed amounts invoiced by such Affiliate to third parties on the resale of such Licensed Product. In the event that Licensee grants a sublicense hereunder, and receives payments based upon the Sublicensee's sales of Licensed Products, Licensee may upon approval by Scripps, which approval shall not be unreasonably withheld, substitute the definition of "Net Sales," used by the Sublicensee to calculate payments to Licensee in place of the foregoing definition of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's salesare received.

Net Sales. The term "phrase Net Sales" Sales shall mean the total amount amounts invoiced for End Products by members of the RMS Group to purchasers and other transferees after deduction of volume discounts, sales rebates, reimbursements for returns, and sales taxes (e.g., value added taxes) and other taxes directly linked to the sales (provided that such taxes are invoiced to third parties and paid by such purchasers or other transferees), but excluding discounts, rebates, price reductions and/or credits to customers on sales account of Licensed Products by Licensee, its Affiliates, or Sublicensees, for which royalties are due under Article 3 belowsettlement of complaints, less the following reasonable and customary deductions to for. a) "Sales Expenses" in the extent applicable to such invoiced amounts: amount of [***] percent (i) all trade[***]%), cash and quantity credits, discounts, refunds or government rebates; (ii) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; (iii) packaging, handling fees and prepaid freight, sales taxes, duties and other governmental charges (including value added tax); and (iv) provisions for uncollectible accounts determined provided that this percentage shall be reduced in accordance with reasonable accounting practices, consistently applied to all products each general reduction by RMS of the selling party; provided, however, that in the case of Patient-Specific Licensed Products, "Net Sales" shall equal thirty percent (30%) of the foregoing amounts (after the deductions described in (i) through (iv) above). For purposes of the foregoing, it is understood that Net such Sales shall include only the amount invoiced for materials consisting of Licensed Products (less the foregoing deductions and adjustments) and shall not include charges related to services (other than cell separation and expansion) performed Expenses in connection with the calculation of royalties payable with respect to the sale of diagnostic kits; b) "Reagent Rental Deduction" in the amount of [***] percent ([***]%), provided that this percentage shall be reduced in accordance with each general reduction by RMS of such Licensed ProductsReagent Rental Deductions in connection with the calculation of royalties payable with respect to the sale of diagnostic kits; accordingly, and c) deductions for "Third Party Royalty Expenses". Net Sales shall not include, without limitation, charges for apheresis, reinfusion, surgical procedures, hospital stays or be determined from the like. For the removal books and records of doubt, Net Sales shall not include sales by Licensee to RMS and its Affiliates for resale, provided that if Licensee sells a Licensed Product to an Affiliate for resale, Net Sales shall include the amounts invoiced by such Affiliate to third parties on the resale of such Licensed ProductAffiliates. In the event that Licensee grants an End Product is sold together with one or more other product(s) at a sublicense hereundersingle price (a "Combination Product"), such single price shall be allocated among the End Product(s) and receives payments the other product(s) in the Combination Product based upon the Sublicensee's sales of Licensed Productsrelevant market prices for such products when sold separately. If any such product is not sold separately, Licensee may RGI and RMS shall in good faith discuss and agree upon approval by Scripps, which approval a fair market price for that product and that price shall not be unreasonably withheld, substitute used to calculate the definition of "Net Sales," used by . When End Products are not sold, or are not sold and itemized separately, but are otherwise transferred or sold together with one or more other products as part of a sales transaction, the Sublicensee Net Sales of such End Products shall be calculated according to calculate payments their sale prices when sold separately, or, if there are no such prices, then according to Licensee in place the average of prices at which products of the foregoing definition most similar kind and quality, sold in similar quantities, are then being offered for sale by RMS and/or its Affiliates. If a selling price cannot thus be determined, then it shall be the fair market value of "Net Sales" for purposes of calculating royalties payable to Scripps on such Sublicensee's salesthe End Product in question.