definiens: means, for a Product in respect of any period, [COMPANY] 's Net Sales of such Product in such period less the aggregate of the following : ( a ) the Transfer Price to [COMPANY] of such Product sold by [COMPANY] and its Affiliate to third party customers in such period ( determined in accordance with U.S~ generally accepted accounting principals, consistently applied ), sales taxes, customs duties and other like governmental charges imposed upon [COMPANY] on the purchase or importation of such Product so sold ( to the extent not included in the Transfer Price, and net of any rebate, credit or other recovery of same ) and freight and insurance paid by [COMPANY] to transport such Product so sold from [COMPANY] 's or the Manufacturer 's manufacturing facility to [COMPANY] 's designated warehouse destination in the Territory ; 146503.2 CONFIDENTIAL TREATMENT -8-(b ) the marketing fee applicable to such Product to be retained by [COMPANY] under the Fifteen Product Agreement, or balance thereof not previously deducted by [COMPANY] in calculating Gross Margin for any prior period ; ( c ) the Development Costs applicable to such Product which are payable to [COMPANY], or the balance thereof not previously deducted by [COMPANY] in calculating Gross Margin for any prior period ; ( d ) the Royalty Amount payable to [COMPANY] in respect of such period ; ( e ) the Nonnal Course Legal Expenses applicable to such Product which are payable to [COMPANY], or the balance thereof not previously deducted by [COMPANY] in calculating Gross Margin for any prior period