definiens: means, with respect to the Product, the amount billed by Purchaser or an Affiliate of Purchaser for sales of Product in ann 's length transactions to Third Parties, after deduction ( if not already deducted in the amount invoiced ) of the following items with respect to sales of the Product : ( a ) trade, cash, and/or quantity discounts, charge - back payments and rebates actually taken and allowed ( including, without limitation, cash discounts and quantity discounts ), charge - back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers, including but not limited to wholesalers, chains and pharmacy buying groups ( a ) ; . provided however, that where any such Discount is based on sales of a bundled set of products in which the Product is included, and in which the individual Discount for the Product is not itemized or otherwise determinable, the Discount shall be allocated to the Product on a pro rata basis based on the sales value ( i.e., the unit average selling price multiplied by the unit volume ) of the Product relative to the sales value contributed by the other constituent products in the relevant bundled set, with respect to such sale ; ( b ) credits or allowances given or recorded for rejection or return of • previously sold Product ( including, without limitation, returns of the Product in connection with recalls or withdrawals ) ; ( c ) any tax, tariff, duty, surcharges or government charge ( including any tax such as a value added or similar tax or government charge other than an income tax ) levied on the exportation, sale, transportation or delivery of the Product to the extent not paid by a Third Party ; ( d ) freight out, postage, shipping and insurance charges for delivery of the Product if separately set out on the invoice ; and ( e ) amounts written off by reason of uncollectible debt Net Sales and all of the foregoing deductions from the gross invoiced sales prices of the Product shall be determined in accordance with Purchaser 's standard accounting procedures and in accordance with GAAP in each case consistently applied . In the event Purchaser or its Affiliates make any adjustments to such deductions after the associated Net Sales have been reported pursuant to this Agreement, the adjustments shall be reported and reconciled with the next report and payment of any royalties due under Article 5 . The Product shall be considered when it is invoiced, shipped or paid for, whichever shall occur first