definiens: means the gross amount invoiced by either P2rty, or its Affiliates and sublicensees, or any of them, on all sales of Drug Products, less : ( a ) all trade, cash and quantity credits, discounts, refunds or rebates or retroactive price reductions, ( b ) credits for claims, allowances ior returned or rejected products, ( b ) handling tees and restockrng expenses for returned or rejected products, ( 0 ) freight handling and transportation as well as freight insurance paid by the selling Party, ( d ) sales taxes, tariffs, duties and other governmental charges actually paid in connection with sales of Dnug Products ( but excluding what is commonly known as income or franchise taxes ), and ( e ) uncollectible amounts determined in accordance with reasonable accounting practices, consistently applied to all pre ducts of the selling Party . For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invcice therefore shell be generated Or the Drug Product shipped for delivery, Sales of Drug Products by either Party, or an Afirl / ate or sublicensee of either Party to any Aifillate or sublicensee which IS a r8seller th ~ raof shall be excluded, and only ti,8 SUbSi;;;qU6fli . sale of such Drug ProdUCtS by Affitiates Of sublicensees of either Party to UJlielateo Parties shall bE : deemed Net Sales hereunder . In addition will not include transfers or dispositions for ' chl'af : itablei$lifffoQ1@tl0"iilil il . U_TP .. 94?~ or for preclinical, clinica !, regulatory or government21 purposes prior to receil / ing marketing approval