definiens: shall mean proceeds from sales of the Product by either Party, its Affiliates or sublicensees, as appropriate, to Third Parties, less the sum of ( a ) and ( b ) where ( a ) is a provision, determined under generally accepted accounting principles in the United States, for@ ) trade, cash and quantity discounts or rebates ( other than price discounts granted at the time of invoicing and which are included in the determination of proceeds from sales, service allowances and broker 'S or agent 's commissions, if any, allowed or paid, ( ii ) credits or allowances given or made for rejection or return of, and for uncollectible amounts on, previously sold products or for retroactive price reductions ( including Medicare and similar types of rebates ), ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount, as adjusted for rebates and refunds, ( iv ) charges for freight and insurance directly related to the distribution of the Product ( excluding amounts reimbursed by Third Party customers ), and ( v ) credits or allowances given or made for wastage replacement, indi ~ nt patient and any other sales programs agreed to by the Partie~ and ( b ) is a periodic adjustment of the provision determined in ( a ) to reflect amounts actua y incurred for ( i ), ( ii ), ( iii ), ( iv ) and ( v ) . Provisions allowed in ( a ) and adjustments made in ( b ) will be reviewed by the JMS ] Sales of Product by and between a Party and its Affiliates are not sales to Third Parties and shall be excluded from Net Sales calculations for all purposes