definiens: shall mean the total revenue i nvoiced by [COMPANY], Affiliated Companies, or sub - licensees from the sale of a Product to independent Third Parties less the following amounts : ( a ) cred its, allowances and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, o ut - dated and returned Product ; ( b ) trade discounts, ca sh discounts, quantity discounts, rebates and other price reduction programs, and other charge back payments ; ( c ) sales, value - added and other similar taxes ( including duties or other governmental charges lev ied on, absorbed or otherwise imposed on the sales of Products including, without limitation, governmenta l charges otherwise measured by the billing amount ) ; ( d ) customs duties, surcharges and other government al charges incurred in connection with the exportat ion or importation of the Product ; and ( e ) bad debts on Product sales written off in accordance with gener ally accepted accounting principles, consistently applie d. For the purposes of this definition, samples distributed by [COMPANY], its Affiliates, or sub - licensee s to their customers free of charge, and any Produc t used or provided for clinical or research purposes, shal l not be included in Net Sales