definiens: shall mean the gross invo iced price received by SEPRACOR, its Affiliates, or Partners for Product from wholesalers, distributors, staff model HMO 's, managed healthcare organizations, or simila r entities at the same level of distribution pursuant to arms length transactions involving cash or cash equivale nts as the sole consideration, which shall not include transfe rs within or between SEPRACOR, its Affiliates or Pa rtners, less normal and customary trade credits, discounts, transportation, freight and insurance charges, sal es taxes and other taxes ( except income tax ), rebates and charge backs, credit for rejections or returns of Product, other allowances or discounts actually given with respect to such sales for billing errors, prompt payment d iscounts, rebates or similar payments relating to price grant ed or given to wholesalers, other distributors, buy ing groups, health care insurance carriers, pharmacy benefit ma nagers, retail pharmacies or other entities or inst itutions ; rebates or charges required to be paid in connectio n with sales of Product to any governmental or regu latory authority including, without limitation, rebates pa i d by SEPRACOR in accordance with the Prescription Drug Rebate and Improved Access to Medicines requirement s of the Omnibus Budget Reconciliation Act of 1990 and comparable federal or state requirements now or her eafter in effect, all as recorded by SEPRACOR in accordance with U.S. generally accepted accounting principles and in a manner consistent with SEPRACOR 's revenue recognition policies from the sale of pharm aceutical products generally ( cumulatively and indi vidually, ), including Deductions paid, credited, 2 given, or otherwise attributable to SEPRACOR 's cust omers that are purchasers in the chain of commerce who enter into agreements with SEPRACOR as to price, ev en though legal title to Product does not pass dire ctly from SEPRACOR to such customer and even though payment f or Product is not made by such customer directly to SEPRACOR . Product sold in transactions involving co nsideration other than or in addition to cash shall be deemed to have been sold at the average price charg ed by SEPRACOR in an arm 's length cash transaction to the applicable class of trade in the relevant annual pe riod ( or, if all transactions in the applicable cla ss of trade involve consideration other than or in addition to cash, the average price charged by SEPRACOR in an a rm 's length cash transaction in the relevant annual peri od irrespective of class of trade ) . Sample Product provided free of charge to physicians in the course of promoting Product, shall not be considered in determining Net Sales Price . In the event SEPRACOR invoices multiple prod ucts, including Product, on the same invoice then, except as provided for below, only those charges, duties a nd taxes detailed on the invoice and directly relat ed to the sale of Product shall be deducted from the gross invoice d price received on sales of Product . Charges refle cted on any such multiple product invoices that are not directl y related to the sale of any of the products on the invoice shall be apportioned among the products, including Produc t, based on the relative gross amount of sales of t he products as detailed on the invoice