definiens: means, with respect to a Licensed Product, the total invoiced amount billed for sales of a LicensedProduct by Marinus, its Associated Companies or its sublicensees, less the following items to the extent they arepaid or allowed and included in the invoice price, whether or not such costs are invoiced separately to the customer : ( A ) Quantity, trade, prompt payment, and/or cash discounts actually taken ; ( B ) Amounts repaid or credited and allowances given by reason of chargebacks or billing errors and rebates(including Medicare, Medicaid, managed care, hospice and government - mandated rebates ), actually allowedor paid ; ( C ) Amounts refunded or credited for Licensed Products that were rejected, spoiled, damaged, outdated, recalled, or returned ; ( D ) Freight, shipment, and insurance costs incurred by Marinus, its Associated Companies, or itssublicensees in transporting Licensed Product(s ) to customers ; ( E ) Taxes, tariffs, customs duties and surcharges and other governmental charges incurred in connection withthe sale, exportation or importation of Licensed Product(s ) ; and Net Sales shall not include ( i ) the sale or transfer of a Licensed Product among Marinus, its AssociatedCompanies or its sublicensees for later sale to an independent Third Party, provided, however, that Net Sales shallinclude the subsequent sale to an independent Third Party ; ( ii ) the transfer by Marinus, its Associated Companies orits sublicensees without charge of reasonable quantities of Licensed Product as samples or as donations to non - profitinstitutions or government agencies for a non - commercial purpose, or ( iii ) the use of a Licensed Product by Marinus, its Associated Companies, or its sublicensees for research and development purposes