Columbias Net Sales. Shall mean the aggregate equivalent of gross revenue received by Columbia, its Affiliates and sublicensees from or on account of the sale of the Product under this Agreement to non-affiliated third parties, less (i) reasonable credits or allowances, if any, actually granted on account of cash or trade discounts, recalls, rebates, rejection or return of the Product previously sold, (ii) excises, sales taxes, value added taxes,
... consumption taxes, duties or other taxes imposed upon and paid with respect to such sales (excluding income or franchise taxes of any kind) and (iii) separately itemized insurance and transportation costs incurred in shipping the Product to such third parties. No deduction shall be made for any item of cost incurred by Columbia, its Affiliates or sublicensees in preparing, manufacturing, shipping or selling the Product except as permitted pursuant to clauses (i), (ii) or (iii) of the foregoing sentence. Columbia's Net Sales shall not include any transfer between Columbia and any of its Affiliates or sublicensees for resale. No transfer of the Product for test or development purposes or as free samples shall be considered a sale hereunder for accounting or payment purposes. For the avoidance of doubt and for the purposes of this definition (i) Ares shall not be deemed to be a sublicensee of Columbia, and (ii) the sale, license or other transfer to an Affiliate or sublicensee shall not be considered a sale hereunder for accounting or payment purposes. Notwithstanding the foregoing, Columbia's Net Sales of Products that are dispensed to patients within the Fertility Specialist Market shall be calculated in the manner set forth in Exhibit B.
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