definiens: means any bona fide transaction for the sale, use, lease, transfer orother disposition of a Licensed Product to a third party for which consideration is received or expected by Company orits Affiliate or sublicensee . A Sale is deemed completed at the time that Company or its Affiliate or sublicenseeinvoices, ships or receives payment for a Licensed Product, whichever occurs first . The term means eachthree - month period beginning on January 1, April 1, July 1 and October 1 . The term means theconsideration received or expected from, or the fair market value attributable to, each Sale, less Qualifying Costs thatare directly attributable to a Sale, specifically identified on an invoice or other documentation and actually borne byCompany or its Affiliates or sublicensees . For purposes of determining Net Sales, the words meanthe cash consideration that Company or its Affiliates or sublicensees would realize from an unrelated buyer in anarms ’ length sale of an identical item sold in the same quantity and at the time and place of the transaction . The term means : ( a ) customary trade, cash and quantity discounts and inventory management fees paid towholesalers and distributors ; ( b ) credits, chargebacks, retroactive price reductions, rebates, refunds or claims orreturns that do not exceed the original invoice amount ; ( c ) outbound transportation expenses and transportationinsurance premiums ; ( d ) sales and use taxes, tariffs, customs duties, excises and other taxes and fees imposed byand indefeasibly paid to a governmental agency ( other than taxes on income ), ( e ) negotiated payments made toprivate sector and government third party payors ( e.g., PBMs, HMOs and PPOs ) and purchasers / providers ( e.g., staffmodel HMOs, hospitals and clinics ), regardless of the payment mechanism, including without limitation rebate, chargeback and credit mechanisms ; and ( f ) discounts under discount prescription drug programs and reductions forcoupon and voucher programs