definiens: means the gross amount actually received by or on behalf of a Licensee or Sublicensee for sales of the Product to third parties, less the fol lowing : ( a ) rebates, quantity and cash discounts, c hargebacks and other usual and customary discounts to customers, ( b ) taxes and duties paid, absorbed or allowed that are directly related to the sale of the Product, ( c ) credits or allowances for spoiled, damaged, outdated, rejected or returned Product, ( d ) discounts or rebates or other payments required by applicable law, including any governme ntal special medical assistance programs, and ( e ) freigh t, insurance and other transportation expenses to t he extent added to the sales prices and set forth separately as such in the total amount invoiced ; provided that such deductions are in accordance with GAAP and within i ndustry standards . ( For the avoidance of doubt, the transfer of any Product by Licensee or one of its Affiliates to another Affiliate of Licensee for sale by such transferee Affiliate to a third party is not considered a part of gross sales ; in such cases, Net Sales is determ ined based on the gross sales amount made by such Affiliate to su ch third party, less the adjustments allowed under this Article . ) The supply of Product as samples, for use in non - clinical or clinical trials, or for use in any test or studies 2 UNIVERSITY CONFIDENTIAL AND PROPRIETARY reasonably necessary to comply with any applicable laws, rules or regulations is not included in the c omputation of Net Sales . Net Sales is determined from books an d records maintained in accordance with United Stat es generally accepted accounting principles as consist ently applied with respect to sales of the licensed Product