definiens: for a calendar month means Distributor 's Net Sales\ of all Products in the Territory for such calendar month minus the sum of ( a ) the Invoice Supplyj Price for such Products ( as incurred or calculated for the applicable month ), ( b ) the Allowanc~ for Distribution and Marketing for such Net Sales, ( c ) License Fees and Royalties arising out o~ he Net Sales for such calendar month, and ( d ) the out - of - pocket costs reasonably incurred byj Distributor associated with the shipment and delivery of Products to Distributor, limited to th~ cost of in - bound freight, insurance, handling, fees, taxes, export licenses, import licenses and/ customs formalities, and other similar costs, provided that except as provided in Section 3.4 ( c ), 1 ' n no event shall Net Distributable Profits be less than zero for any monthly periodj