definiens: shall mean gross amounts invoiced by Impax, its Affiliates and Sublicensees ( each, a ) for sales of Product [ * * * ], less the following : ( i ) actual bad debts related to Product ; ( ii ) normal and customary trade, quantity and cash discounts and any other adjustments, including those granted on account of price adjustments, billing errors, rejec ted goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, and adjustm ents arising from consumer discount programs including coupons, in each case actually allowed and taken by the Third Party customer with respect to sales of Product ; ( iii ) any payment in respect of sales of Product to any government ( including any agency o r department thereof ) or with respect to any government -subsidized program or managed care organization ; ( iv ) sales taxes or similar taxes, including duties or other governmental charges imposed on the sale of Product to the Third Party customer ( including value added taxes or other governmental charges otherwise measured by the billing amount, but excluding any taxes imposed on or measured by the net income or profits of the Selling Party ), to the extent included in the invoice price and not reimbursable, refundable or creditable to the Selling Party ; and ( v ) prepaid freight, insurance and handling fees actually invoiced ( to the extent that the Selling Party actually incurs the cost of freight, insurance and handling fees for Product that are not reimbursab le, refundable or creditable to the Selling Party ), in each case of ( i ) through ( v ) as determined from books and records of the Selling Party maintained in accordance with GAAP . Sales of Product between or among Impax, its Affiliates and Sublicensees shall be excluded from the computation of Net Sales if such sales are not intended for end use, but Net Sales shall include the subsequent final sales to Third Party customers by Impax or any such Affiliates or Sublicensees . Net Sales shall not include any disp osition or sales of Products supplied ( a ) for use in clinical trials of Products, ( b ) under compassionate use or other reduced pricing programs, or ( c ) for promotional sampling