definiens: means the gross amount invoiced by Licensee, its Affiliates or sublicensees toBuyers for sale of Products, less, to the extent deducted by Licensee, its Affiliates or sublicensees from such grossinvoice amount the following amounts, all in accordance with GAAP : ( a ) trade or cash discounts for prompt payment to the extent actually allowed ; ( b ) promotional allowances to the extent actually allowed ; ( c ) price adjustments to the extent actually allowed ; ( d ) amounts accrued or actually paid for chargebacks ; ( e ) amounts accrued or actually paid for rebates, including any and all non - government andgovernment rebates ; ( f ) amounts accrued or actually refunded due to rejected, spoiled, damaged, outdated, shortdated, or returned Product ; ( g ) sales and other excise taxes and duties or similar governmental charges levied on suchsale, to the extent such items are included in the gross amount invoiced ; and ( h ) freight, shipment and transportation costs incurred in distributing Products to a Buyer to theextent such amounts are included in the gross amount invoiced ; If any Products are sold to Buyers in transactions that are not at arm ’s length between the buyer and seller, or for consideration other than cash, then the gross amount to be included in the calculation of Net Sales for suchsales shall be the amount that would have been invoiced had the transaction been conducted at arm ’s length, whichamount shall be determined, whenever possible, by reference to the average selling price of the relevant Product inarm’s - length transactions in the country of sale at the time of sale . Net Sales shall not under any circumstanceinclude any grant or amount received by Licensee from any Sponsor in connection with Licensee ’s supply of Productsto such Sponsor for the purpose of conducting clinical trials . means a person or entity other than Licensee, itsAffiliates and sublicensees