definiens: means, in the case of the sa le, either directly or through a Third Party, of any Product by or on beha lf of MORPHOSYS or any joint venture or similar entity or arrangement in which M ORPHOSYS is a participant ( a ), the aggregate gross sa les proceeds derived by MORPHOSYS therefrom less ( a ) any sales or other tax es, assessments, charges or fees imposed by any government authority which are paid, directly or indirectly, by MORPHOSYS and ( b ) a discount from the gross sale s proceeds to cover costs associated with MORPHOSYS 's sale of Product, as app licable, in respect of transport, insurance premiums, returns, discounts, other miscellaneous costs and expenses and rebates actually allowed and taken, -3- < page > all determined in accordance with U.S. generally ac cepted accounting principles . For the sake of clarity, it is understood that Net Sales does not include sales of Products developed by or solely on behalf of MOR PHOSYS or a MORPHOSYS Collaborator unless sold by a MORPHOSYS Selling Ent ity . As used herein, means a legal entity in the nature of a pa rtnership engaged in a joint undertaking for profit