definiens: means the amount invoiced by a Party, its Affiliates or its sublicensees from sales of the Product to Third Parties, less reasonable and customary deductions applicable to the Product for ( i ) transportation charges and charges such as insurance, relating thereto paid by the selling party ; ( iO sales and excise taxes or customs duties paid by the selling party and any other governmental charges imposed upon the sale of the Product and paid by the selling party ; ( iii ) distributors ' fees, rebates or allowances actually granted, allowed or incurred ; ( iv ) quantity discounts, cash discounts or chargebacks actually granted, allowed or incurred in the ordinary course of business in connection with the sale of the Product ; ( v ) allowances or credits to customers, not in excess of the selling price of the Product, on account of governmental requirements, rejection, outdating, recalls or return of the Product ; ( vi ) costs of customer programs such as cost effectiveness or patient assistance programs designed to aid in patient compliance to maintain medication schedules ; and ( vii ) a one percent ( 1 % ) deduction for bad debts . For the purpose of calculating a Party 's Net Sales, the Parties recognize that ( a ) a Parly 'S customers may include persons in the chain of commerce who enter into agreements with a Party as to price even though title to the Product does not pass directly from a Party to such customers, and even though payment for such Product is not made by such customers directly to a Party and ( b ) in such cases chargebacks paid by a Party to or through a Third Party ( such as a wholesaler ) can be deducted by a Party from gross revenue in order to calculate a Party 's Net Sales . Any deductions listed above which involve a payment by a Party shall be taken as a deduction against aggregate sales for the period in which the payment is made . Sales of the Product between a Party and its Affiliates or sublicensees solely for research or clinical testing purp<>ses shall be excluded from the computation of Net Sales . Net Sales will be accounted for in accordance with international accounting standards consistently applied