definiens: or means all a,,1 : jv;ties ~t forth in the applicabl~ manufacturing plan associatod with the prodllction, pmccssing, filling, finishing, packaging, labeling, 11 Prodoct8, including stability prOCCi < S validation, I and = cial manufactur e and analyti ~ al 1.15 " Net Saks ~ shall mean the amount invoice < ! by a Party, its Affiliates or Sub lcen,;ees or e wor wide sale ofCoJlaboration Products 10 bona fide independent Third Parties less, to the extent paid, allowed or given : ( i ) outer packing, postage, shipping, and insurance charge > : ; actually allowed or paid for delivery of a Collaboration Produ(.,1 : ; freight or transportation charges and insurance relating thereto, ( ii ) sal~, tariffs, surcharges value added and exci!.e taxes or customs duties paid by the selling Party, and any other gov = tal charges ( excluding f ederal, state or local income taxes ) actually impo ~ d upon th sale of the Collaboration Producis, ( iii ) reasonabl e distributors ' fees, rebates or allmvances, actually granted, allowed or incurred, ( iv ) trade and prompt payment discounts, quantity diSC<:lunts, retroactiv e price adjustments, billing errors, cash discounts oTreasonable charge - backs or any other allowances ( including, without lirrritation, government - mandated and managed health care - ncgotiated rebates ) actually granted, allowed or incurred in the ordinary coun;e of business in connecliQll wilh the sale of the C - ollaboration Products which effectively redu : c the net selling price, and ( v ) bad dcbts vaitten off as not collectibl e and, in fact, never recovered, ( vi ) product returns and credits actually allowed ; and ( vii ) payments or rebates paid with respect to such Collaboration Product, as applicable, in O::mnec;tilln with state or fedeTal Medicare, Medicaid or similar programs in the United State, ; 0 T in connection with similar aIDS in other countries in which there are sale cr of a Collaboration Product to a Third Party, and Net Sales ohal1 include the Fair Market Valu~ of all consideration received by a selling Party, its Affiliates or its Subliccnooes from th~ & i11~ or distributictll of a Collaboration PrOOllCt, whether such consideration is m ca ~ h, pa)'JTl'<'11 t in kind, exchange or another form . F<"h,1 avoidance of ooubt, samples ofCollaboratiOil Products arc not inclllded . within definition of what conotitll ~ s a in no even ! shall a Party distribute cost except to the extent normal and customary ' 1, the use ofCollalJoration Product in Post - approval Product ' The salc of a Collabo!-"tion Product between a selling Party, its Affiliates or Sublicensees solely for the research or clinical testiug of such Collaboration Product or for indigcnt Or similar pllblic support or compassionate use progranlS shall be excluded from the computation of Net Sales . All sal~5 of Collaboration Products between a selling Party and its Affiliates oc its Sublicensees shall be disregarded for purposes of computing Net Sal & ;, unless such a purchaser is the cnrl - user of such Collaboration Product