definiens: shall mean, with respect t o any Person for any period, the gross amount invoi ced by such Person and its Affiliates and sublicensees for the sale of the Product to unrelated third Pers ons in bona fide arms ’ length transactions, less deductions, in their normal and customary amounts for : ( a ) normal and customary trade, quantity and cash discounts and sa les returns and allowances, including ( i ) those gra nted on account of price adjustments, billing errors, rejec ted goods, damaged goods, returns and rebates, ( ii ) administrative and other fees and reimbursements an d similar payments to wholesalers and other distrib utors, buying groups, pharmacy benefit management organiza tions, health care insurance carriers and other ins titutions, ( iii ) allowances, rebates and fees paid to distribu tors and ( iv ) chargebacks ; ( b ) freight, postage, sh ipping and insurance expenses to the extent that such items ar e included in the gross amount invoiced ; ( c ) custom s and excise duties and other duties related to the sales to the extent that such items are included in the gross amount invoiced ; ( d ) rebates and similar payments made wit h respect to sales paid for by any governmental or regulatory authority such as, by way of illustration and not i n limitation of the parties ’ rights hereunder, fede ral or state Medicaid, Medicare or similar state programs or any equivalent programs of a country other than the Un ited States ; ( e ) sales and other taxes and duties direct ly related to the sale or delivery of the Product ( but not including taxes assessed against the income derived from such sale ) ; ( f ) distribution expenses to the extent that such items are included in the gross amount invoice d ; and ( g ) any such invoiced amounts that are not c ollected by such Person or its Affiliates or sublicensees . A ny of the deductions listed above that involves a p ayment by such Person or its Affiliates or its sublicensees s hall be taken as a deduction in the calendar quarte r in which the payment is accrued by such entity . Deductions pursu ant to subsection ( g ) above shall be taken in the c alendar quarter in which such sales are no longer recorded as a receivable . For purposes of determining Net Sa les, ( x ) the Product shall be deemed to be sold when invoiced an d a shall not include transfers or dispositi ons for charitable, promotional, pre - clinical, clinical, re gulatory or governmental purposes, ( y ) sales betwee n or among such Person, its Affiliates and sublicensees shall be excluded from the computation of Net Sales and ( z ) Net Sales shall include the portion of the price charge d for separate products sold along with or for use in connection with the Product which is in excess of the fair mar ket value of such products if they were not sold al ong with or in connection with the Product as reasonably determ ined by such Person . Net Sales shall include any am ounts received by such Person, its Affiliates or sublicen sees in connection with the transfer of Product to an unrelated third Person to the extent any such amounts are pre payments of, or can be offset or credited against, Product sales to such unrelated third Person . If the Produc t is transferred or delivered by or for such Person to a third Person but no invoice is delivered, Net Sales shall be determined based on the average gross selling p rice invoiced by such Person for the Product during the three ( 3 ) month period immediately preceding such t ransfer or delivery