definiens: means the total invoiced sales price less any charges for ( a ) sales, use and other taxes, tariffs, duties, excise and other governmental charges ( other than a tax on income ) levied on the sale, transportation or delivery ofLICENSED PRODUCTS and actually paid, ( b ) shipping, packaging, postage and insurance charges, ( c ) allowances for returnedor defective goods, rebates, credits, chargebacks or retroactive price reductions, ( d ) trade, quantity and cash discounts,(e ) inventory management fees paid to wholesalers and distributors, ( f ) discounts paid under discount prescription drugprograms and reductions for coupon and voucher programs, ( g ) negotiated payments made to private sector and governmentthird party payors ( e.g., PBMs, HMOs and PPOs ) and purchasers / providers ( e.g., staff model HMOs, hospitals and clinics),regardless of the payment mechanism, including without limitation rebate, chargeback and credit mechanisms, and(h ) portions of gross amounts billed or invoiced that are written off as uncollectible ( it being understood that such amountsshall be credited against future royalties payable hereunder or refunded to LICENSEE, as applicable ) . LICENSED PRODUCTSwill be considered sold when billed out, when delivered or when paid for before delivery, whichever first occurs . Sales ortransfers of LICENSED PRODUCTS among LICENSEE and its AFFILIATES and sublicensees for the purpose of subsequentresale to third parties shall not be included in NET SALES ; with respect to such sales or transfers, the gross amounts billed orinvoiced in connection with the subsequent resale to third parties will be included in the calculation of NET SALES . Use ofany LICENSED PRODUCT in clinical trials ( including compassionate use or similar programs ), pre - clinical studies or otherresearch or development activities, or disposal or transfer of LICENSED PRODUCTS for a bona fide charitable purpose orpurposes of a sampling program shall not give rise to any NET SALES