definiens: means the aggregate United States dollar equivale nt of gross revenues invoiced by Hana and its Affiliates and Licensees and Sublicens ees from or on account of the sale of Product to Third Parties, in any given calendar year, less deductions actually allowed or specifically allocated to Product and actually incurred by Hana or its Affiliates or Licensees or Sublicensees using US GAAP and reasonable practices with respect to sales of all Product, consistently applied, for the following : ( a ) credits or allowances, if any, actually granted on account of recalls, rejection or return of Product ; ( b ) insurance, freight or other transportation cost s incurred in shipping Product to such Third Parties ; and ( c ) excise taxes, sales taxes, value added taxes, c onsumption taxes, customs and other duties or other taxes or other governmental charges imposed u pon and paid or allowed with respect to the production, importation, use or sale of Product ( excluding income or franchise taxes of any kind ) ; 10 ( collectively, the ) . The foregoing definition is subject to the following : ( d ) no deductions shall be made for any item of cos t incurred by Hana, its Affiliates or Licensees or Sublicensees in preparing, Manufacturing, shippi ng or selling Product except as permitted pursuant to Sections 1.1.69(a ), 1.1.69(b ) and 1.1.6 9(c ) inclusive ; ( e ) Net Sales shall not include transfer between any of Hana and any of its Affiliates or Licensees or Sublicensees for resale, but Net Sales shall include the subsequent final sales to Third Parties by such Affiliates or Licensees or Su blicensees ; ( f ) Fair Market Value shall be assigned to any and all non - cash consideration such as but not limited to any credit, barter, benefit, advantage o r concession received by Hana or its Affiliates or Licensees or Sublicensees in payment for sale of Product ; ( g ) as used in this definition, a shall have occurred when Product are billed out or invoiced ; ( h ) notwithstanding anything herein to the contrary, the following shall not be considered a sale of Product under this Agreement : ( i ) the transfer of a Product to a Third Party with out consideration to Hana in connection with the development or testing of a Product ; or ( ii ) the transfer of a Product to a Third Party wit hout consideration in connection with the marketing or promoti on of the Product ( e.g., samples )