definiens: means the Gross Consideration from the Sale of Li censed Products less the following items directly attributable to the Sale of such Licensed Products that are specifically identified on the in voice for such Sale and borne by the Licensee, Affiliates, or Sublicensees as the seller : ( a ) discounts and reba tes actually granted ; ( b ) sales, value added, use and o ther taxes and government charges actually paid, excluding income taxes ; ( c ) import and export dutie s actually paid ; ( d ) outbound freight, shipping or transportation costs, and costs of insurance in tra nsit, actually paid or allowed ; and ( e ) other amoun ts actually refunded, allowed or credited due to rejec tions, recalls or returns, but not exceeding the or iginal invoiced amount . Net Sales exclude a reasonable qua ntity used internally solely for testing or quality control purposes, marketing or demonstration purpos es, or seeking governmental approval ( e.g., FDA clinical trial ) . In the case of any Sale or other t ransfer of a Licensed Product within Licensee or am ong Licensee, a Sublicensee or their Affiliates for fur ther sale or other transfer by such transferee, Net Sales shall be based on the Gross Consideration received for the first Sale to an entity other than Licensee, a Sublicensee or their Affiliates . Notwithstanding th e foregoing, transfers or other dispositions of Lic ensed Products at cost ( i ) in connection with patient ass istance programs, ( ii ) for charitable or promotiona l purposes or ( iii ) for pre - clinical, regulatory or g overnmental purposes or under or ot her similar limited access programs shall not result in Net Sales