definiens: shall mean the gross amou nt invoiced by [COMPANY] or its Affiliates or Sub - Distributors for sale or distribu tion of any Product to Third Parties, less cost of freight and freight insurance ( if billed separately ), returns, rebates, sales, use and other similar taxe s, value - added taxes, excise taxes, duties and allowances actually paid, includi ng cash and trade discounts, provided, however, that a sale or transfer to an Af filiate or Sub - Distributor of [COMPANY] for re - sale by such Affiliate or Sub - Distrib utor shall not be considered a sale for the purpose of this provision but the re sale by such Affiliate or Sub - Distributor shall be a sale for such purposes . A ' sale ' shall also include a transfer or other disposition for consideration, bu t not such transfers or dispositions for pre - clinical, clinical, regulatory, or governmental purposes prior to receiving marketing approval . In the event that any payment received by [COMPANY] or its Affiliates or Sub - Distributors for the s ales of any Product is in any form other than monetary consideration, such paymen t shall be added to Net Sales . Product shall be considered at the ea rlier of ( a ) the transfer of title in such Product to a person other than an Aff iliate or Sub - Distributor of [COMPANY] ; or ( b ) the shipment of such Product from the m anufacturing or warehouse facilities of [COMPANY] or its Affiliate or Sub - Distribut or to a customer