definiens: shall mean, in the case of Products that are sold or leased, the amount billed or invoiced to the enduser of Products ( regardless of uncollectible accounts ) less ( 1 ) trade and/or quantity discounts, credits, refunds and rebatesactually taken by the customer in such amounts as are customary in the trade ; ( 2 ) any shipping costs ; ( 3 ) allowances or creditsbecause of returned or rejected Products ; ( 4 ) sales and value added taxes, tariffs, duties and use taxes directly imposed on the saleof Products and actually paid by Licensee or its sublicensee(s ) ; and ( 5 ) reasonable and customary rebates and similar paymentsmade with respect to sales paid for by any governmental or regulatory authority such as, by way of illustration and not inlimitation, programs in the applicable territory that are equivalent or similar to Federal or state Medicaid, Medicare or similarstate programs in the United States . for a Product that is transferred to a third party for promotional purposes withoutcharge or at a discount shall be the average invoice price to the end user of that type of Product during the applicable calendarquarter . If any Products are incorporated and sold in combination with other products for a single unit price, the Net Sales forsuch Products shall be a percentage of the unit price, the percentage being determined by dividing the invoice price to end - usersof Products by the invoice price to end - users of the combination product which includes such Product . A shall not includetransfers or dispositions for bona fide charitable purposes or when Products are distributed alone, prior to receiving regulatoryapproval for sale or use of such Products, for pre - clinical, clinical, regulatory or governmental regulatory purposes for which nocompensation or financial benefit is received by, or accrued to, Licensee or its sublicensee(s )