definiens: . Net Sales shall mean the gross amounts charged for sales of Products by a Party and/or its Sublicensees, as appropriate, to Third Parties, less the sum of ( a ) and ( b ) where ( a ) is a provision for ( i ) reasonable trade, cash and quantity discounts or rebates ( other than price discounts granted at the time of the sale ), reasonable service allowances and reasonable broker 's or agent 's commissions, if any, actually allowed or paid, ( ii ) credits or al­lowances actually given or made for rejection or return of, previously sold products or for retro­active price reduction s ( including Medicaid, Medicare, government, commercial and similar types of rebates ), ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount ( excluding income and franchise taxes ), as adjusted for rebates and refunds, ( iv ) charges actually incurred for freight and insurance directly related to the distribution of the Prod­uct ( excluding amounts reimbursed by Third Party customers ), ( v)reasonable credits or allow­ances actually given or made for wastage replacement, and ( vi ) taxes paid by a Party and/or its Sublicensees, as appropriate, to the United States Government or an instrumentality thereof un­der 42 U.S.c . 300 aa - I et seq . or other similar legislation, or to a State of the United States or to a government of any other country or portion thereof insuring against liability arising out of the manufacture, use or sale of Products by a Party and/or its Sublicensees ; and ( b ) is a periodic ad­justment of the provision determined in ( a ) to reflect amounts actually incurred for ( i ), ( ii ), ( iii ), ( iv ), and ( v ) . A of a Product is deemed to occur upon the invoicing, or if no invoice is is­sued, upon the earlier of shipment or transfer of title in the Product to a Third Party