definiens: means the gross amount invoiced by or un der the authority of Buyer, any Minority Interest Transferee or any of t heir respective Affiliates ( or by any of their resp ective licensees and sublicensees of Products ) for the sal e of Products to third parties, less amounts for th e following customary deductions, determined in accordance with accepted accounting principles : ( i ) normal trade d iscounts, rebates, and government - required discounts and allo wances actually paid ( including Medicaid rebates, institutional rebates, quantity and volume discount s, chargebacks, retroactive price adjustments, inve ntory management fees and other reductions, concessions a nd allowances that effectively reduce the selling p rice ), ( ii ) credits and allowances for returns actually al lowed, ( iii ) actual costs of insurance, transportat ion, storage and sales, excise, value - added and similar Taxes impose d on the sale of Products and paid by, and not refu nded or refundable to, the seller thereof, and ( iv ) import and export duties . Amounts invoiced among Buyer and its Affiliates or between them and any third - party lice nsees or distributors for quantities of Products fo r use in clinical trials, compassionate use, or promotional purposes shall not be included in the calculation o f Net Sales ; provided in the event of resale, amounts invoiced b y such Affiliate or third - party licensee upon such resale to third parties shall be included in Net Sales