definiens: shaH mean aggregate amounts invoiced for sales or transfers for value of Products ( including Abandoned Compounds under Section 7.3.2 ) by [COMPANY], its Affiliates or any of its Sublicensees ( or in the case of Abandoned Compounds under Section 7.3.3 or SUIJesis Compounds, Sunesis ) to an independent Third Party distributor, agent or end user in the Territory less deductions selected as appropriate from : ( i ) credits, refunds, allowances and price adjustments separately and actuaHy credited to customers for defective, spoiled, damaged, outdated, and returned Products, ( ii ) offered and taken trade and cash discounts, rebates, chargebacks and allowances in amounts customary to the trade, ( iii ) sales, excise, value added, turnover, use, and other like taxes, and customs duties, paid, absorbed or aHowed excluding net income tax, ( iv ) aHowances for bad debt in accordance with U.S. Generally Accepted Accounting Principles ( GAAP ) consistently applied to all products of [COMPANY], provided however, that if collected at a later date such amounts will be added to Net Sales in the quarter in which it is received, and ( v ) special outbound packing, transportation, insurance and handling charges separately billed to the customer or prepaid . Net Sales shall not include amounts received by [COMPANY] ( or any of its Affiliates ) from transactions with an Affiliate or Sublicensee, where the Product in question will be resold by such Affiliate or Sublicensee to an independent Third Party distributor, agent or end user and such amounts received by the Affiliate or Sublicensee from such resale is included in Net Sales