definiens: shall mean proceeds from sales of the Product by either Party, its Affiliates or sublicensees, as appropriate, to Third Parties, less the sum of ( a ) and ( b ) where ( a ) is a provision, deter ~ ed under generally accepted accounting principles in the United States, forUi ) trade, cash and quantity discounts or rebates ( other than price discounts granted at the time of invoicing and which are ./ included in the determination of proceeds from sales, service allowances and broker 's or agent 's commissions, if any, allowed or paid, ( ii ) credits or allowances given or made for rejection or return of, and for uncollectible amounts on, previously sold products or for retroactive price reductions ( including Medicare and similar types of rebates ), ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount, as adjusted for rebates and refunds, ( iv ) charges for freight and insurance directly related to the distribution of the Product ( excluding amounts reimbursed by Third Party customers ), and ( v ) credits or allowances given or made for wastage repl ~ ment, indi ~ nt patient I and any other sales programs agreed to by the Partie~ and ( b ) is a periodic adjustment of the provision determined in ( a ) to reflect amounts actual y incurred for ( i ), ( ii ), ( iii ), ( iv ) and ( v ) . Provisions allowed in ( a ) and adjustments made in ( b ) will be reviewed by the Partie~ Sales of Product by and between a Party and its Affiliates are not sales to Third Parties and shall be excluded from Net Sales calculations for all purposes