definiens: shall mean the gross amount invoiced by [COMPANY], an Affiliate or a Sublicensee on sales of Products to a Third Party less deductions for ( i ) trade, cash and quantity discounts ( including ear ly payment cash discounts ), ( ii ) returns, rejections and recal led Product, ( iii ) rebates and allowances, chargeba cks, retroactive price reductions actually allowed or granted to any public or private purchaser or reimburser includin g managed care organizations, ( iv ) rebates, paybacks and disc ounts imposed by the competent authorities as well as rebates, paybacks and discounts imposed by the competent aut horities as an effect or a condition for maintainin g the reimbursement status of the Product, ( v ) excise, sa les or use taxes, value added taxes and other tarif fs or duties levied on the sale, transportation or delivery of P roducts to the extent reflected in the gross amount invoiced, and ( vi ) freight, insurance and other transportation ch arges . All of such foregoing deductions shall be ca lculated in accordance with International Financial Reporting S tandards ( IFRS ) or other similar accounting methods as mutually agreed upon by the Parties, and on an accr ual basis of accounting . Net Sales shall not includ e the distribution of a Product for promotional samples, clinical studies, compassionate use, named patient programs, test marketing, or any similar instance . In the cas e of any sale or other disposal of a Product betwee n or among [COMPANY] and its Affiliates or its Sublicensees, f or resale, Net Sales shall be calculated only on th e value charged or invoiced on the first arm’s - length sale thereaft er to a Third Party