Gross Selling Price. Means, on a country-by-country basis, the actual, bona fide gross selling price, before term discounts, at which MIA or its Affiliate (or a Related Sub-Distributor, if applicable) sells or otherwise markets Product, including Product components and Product accessories, to sub-distributors and to end users in such country; provided, however, that the Gross Selling Price for transfers from MIA to a Related Sub-Distributor shall be the greater of (i) the actual, bona fide gross selling price,
... before discounts, by such Related Sub-Distributor to an unaffiliated third party, or (ii) the fair market value, based on arms-length sales, of Product, including components and Product accessories. If MIA sells the Product at more than 2 one gross selling price in a given country within the Territory, the Gross Selling Price in such country with respect to Product shall mean the total revenue at such bona fide gross selling prices, in the relevant Sales Quarterly accounting period, divided by the number of Products sold in that period in such country. No Gross Selling Price shall be assessed on units of Product transferred free of charge by MIA to sub-distributors solely for use for marketing purposes and not for resale. The Gross Selling Price for Product sold in combination or bundled with other products shall be determined on a country-by-country basis as follows: (a) If the Product and each of the other products in the combination or bundle are sold separately in such county, the Gross Selling Price shall be calculated by multiplying the gross selling price of the combination or bundle by the fraction A/(A+B) where A is the average Gross Selling Price of Product when sold separately, and B is the gross selling price of the other product(s) in the combination or bundle. (b) If each of the other products in the combination or bundle are not sold separately in such country, but the Product is sold separately in such country, the Gross Selling Price shall be calculated by multiplying the gross selling price of the combination or bundle by the fraction A/C where A is the Gross Selling Price of the Product when sold separately, and C is the gross selling price of the combination or bundle. (c) If the Product is not sold separately in such country, Gross Selling Price shall be calculated by multiplying the gross selling price of the combination or bundle by the fraction D/(D+E), where D is the fair market value of the Product and E is the fair market value of the other product(s) in the combination or bundle, as such fair market values are determined in good faith by the Parties.
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