provided always that sums under (a) to (f) shall be calculated in accordance with generally accepted accounting principles, or international financial reporting standards, consistently applied.
The transfer of Licensed Product by (i) Anebulo or a Sublicensee or one of its or their Affiliates to an Affiliate of such party, (ii) Anebulo or its Affiliate to a Sublicensee or (iii) a Sublicensee to a further tier Sublicensee, shall not be considered a sale. In such cases Net Sales shall be determined based on the invoiced sale price by the Affiliate (in the case of (i)), or the Sublicensee (in the case of (ii)) or the further tier Sublicensee (in the case of (iii)) to the first third party arm’s-length trade purchaser, less the deductions allowed under this definition.
Subject to the following paragraph, upon any sale or other disposal of Licensed Product by or on behalf of Anebulo, Sublicensees or its or their Affiliates other than a bona fide arm’s length transaction exclusively for money, such sale or other disposal shall be deemed to constitute a sale at the then current average selling price in the country in which such sale or other disposal occurs or, if there is no current average selling price, the most recent average selling price (and if none, a price agreed in good faith between the Parties assessed on an arm’s length basis). Transfers or dispositions of Licensed Product by Anebulo or Sublicensees or its or their Affiliates (i) as free promotional or advertising samples or charitable donations, or under its or their patient assistance programs, in each case to the extent provided for no monetary or other consideration, and (ii) for free or at cost (of goods and commercially reasonable overheads) for use in clinical trials, or provided on a named patient or compassionate use basis for an indication(s) not covered by a Marketing Authorisation(s), shall not be considered in determining Net Sales under this definition provided that in each case, such transfers or dispositions are in quantities common in the industry for the type of product in the relevant country.
In the event the Licensed Product is sold in a Combination Product, the Net Sales shall be determined as follows: