definiens: means, for a particular period, the gross amount invoiced on sales of Product in the Territory recognized as gross revenue in accordance with GAAP by [COMPANY], its Affiliates, licensees, sublicensees and assigns to independent, unrelated Third Parties during such period in bona fide arms ' length transactions, less the following deductions, calculated in accordance with GAAP : ( a ) freight, insurance ( but only insurance with respect to shipping the Product ), and other transportation charges to the extent added to the sales price and set forth separately as such on the total amount invoiced ; ( b ) any sales, use, value - added, excise taxes or duties or allowances on the selling price of Product ; ( c ) charge backs, trade, quantity and cash discounts and rebates to the extent customary in the trade, including governmental rebates ; ( d ) allowances or credits, including allowances or credits to customers on account of rejection, defects or returns of the Product entering trade after the Promotion Commencement Date, or because of a retroactive price reduction ; and ( t ) costs associated with any Product voucher or co­pay assistance programs, to the extent funded by [COMPANY] and approved by [COMPANY] . Net Sales shall not include a sale or transfer to an Affiliate, licensee, sublicensee or assign of [COMPANY] or [COMPANY] or if done for clinical, regulatory or governmental purposes where no consideration is received ; but the resale by such Affiliate, licensee, sublicensee or assign of [COMPANY] or [COMPANY] shall be considered a sale of such Product