definiens: means the actual amounts invoiced for Products sold by a Person and its Affiliates an d Sublicensees to a Third Party ( excluding any sales among such Person and its Affiliates or Sublicensee s where the Affiliate or Sublicensee is not itself the user of the Product ) less the following amounts related to the Products : ( a ) credits, allowances, discounts, rebat es, and chargebacks for spoiled, damaged, outdated, rejected, and returned Products, ( b ) freight and insurance co sts incurred with respect to the shipment of the Pr oducts to customers, ( c ) duties, surcharges and other governm ental charges, ( d ) sales, use, value - added, excise and other similar taxes ( excluding income taxes ), ( e ) cash, q uantity, trade and similar discounts, rebates, allo wances and other price reductions actually granted or paid by a Person and its Affiliates to the extent that such reductions relate to sales of the Products, and ( f ) actual unc ollectible amounts . If a sale, transfer or other di sposition with respect to a product is made for consideration othe r than cash or is not at arm ’s length, then the Net Sales from such sale, transfer or other disposition shall be t he arm ’s length fair market value thereof . For purp oses of this Agreement, means any transfer or other distr ibution or disposition, but shall not include 7 transfers or other distributions or dispositions of product, at no charge, for pre - clinical, clinical or regulatory purposes or in connection with patient assistance p rograms or other charitable purposes or to physicia ns or hospitals for promotional purposes . In the event th at a Product is sold that includes more than one ac tive ingredient, Net Sales for purposes of determining p ayments under this Agreement shall be limited to th e portion of the Net Sales ( determined in accordance with the preceding paragraph ) allocated to the Compound rat her than the other active ingredient(s ), as determined by go od faith negotiations between the Parties