definiens: shall mean, with respect to a Product, the gross sales price charged by a party, its Sublicensees and their respective Affiliates for sales of such Product to non - Affiliate customers, les~ ( a ) normal and customary rebates, cash and trade discounts, and credIts for returns and allowances ; ( b ) sales, consumption or other excise taxes imposed upon and paid by such Person with respect to such sales ; and ( c ) reasonable reserves for uncollectable accounts, as renected in financial statements of such Person to the extent such accounts are not actually collected . Net Sales shall not include sales among a party, its Sublicensees and their respective Affiliates for resale, provided that Net Sales shall include the gross sales price charged by such party, its Sublicensees and their respective Affiliates to Third Parties on the resale of 50027069v9 --------- _ .- _ . -7- CONFIDENTIAL TREATMENT such Product . Sales between or among a party, its Sublicensees and their respective Affiliates shall be included within Net Sales only if such purchaser is an end - user of such Product . In the event that a Product is sold in a combination as a single product with another active product or component, Net Sales from such combination sales for purposes of calculating amounts due hereunder shall be calculated by multiplying Net Sales of that combination by the fraction A/(A+8 ), where A is the gross selling price of the Product sold separately and B is the gross selling price of the other product sold separately . In the event that no such separate sales are made in the same calendar quarter, Net Sales from such combination sales for purposes of calculating amounts due hereunder shall be calculated by multiplying Net Sales of that combination and the denominator of which is the total number of types of active components ( including types of Antibodies ) in such combination