definiens: means, with respect to a part icular period, the amount invoiced and recognized a s sales of the Product by [COMPANY], its Affiliates or its subl icensees to a Third Party in the Territory, less ( i ) all allowances for discounts, rebates and charge - backs, including wholesaler fees and prompt pay discounts, ( ii ) cred its or allowances actually granted upon claims, rejections or returns of Product, ( iii ) freight, postage, shi pping and insurance charges paid for delivery of Product when included in billing, and ( iv ) taxes, duties or oth er governmental charges levied on or measured by the b illing amount when included in billing, as adjusted for rebates and refunds, all as calculated in accordanc e with [COMPANY] ’ standard accounting principles and GAAP, consistently applied . shall not include ( i ) sales or transfers to an Affiliate or sublicen see ( but the sale or resale by such Affiliate or sublicensee shall be considered a sale ), ( ii ) distribution of Samples o r ( iii ) not - for - value transfers for clinical or compassionate use