definiens: means gross revenues received by Access on the sale of the Product less ( a ) trade discounts actually allowed ; and ( b ) when borne by Access in connection with the sale, transportation and handling charges ; sales, use and excise taxes ; import duties, tariffs or other governmental charges ; and credits for claim or allowances, retroactive price reductions, refunds ; returns, and recalls . There shall not be any imputed gross revenue for samples, free goods or marketing programs whereby the Product is given away to induce sales thereof . For purposes of determining Cumulative Worldwide Net Sales, a sale shall be deemed to have occurred when sale is invoiced or when the Product is delivered, whichever occurs first . In the case of the transfer or sale of Product by Access to an affiliate, distributor, or sub distributor of Access for sales by affiliate, distributor or sub distributor, Cumulative Worldwide Net Sales shall be based upon the 2 greater of the total invoice price charged by Access to such affiliate, distributor or sub distributor the total invoice price charged by such affiliate, distributor or sub distributor to its customers, Cumulative Worldwide Net Sales for countries outside the U.S. shall be calculated by converting to U.S. currency using the exchange rate in effect on the last business day of each month as published in the Wall Street Journal . Cumulative Worldwide Net Sales shall also include Sublicense Net Sales as defined herein at 1.23