definiens: means the total gross sales of Licensed Product in the Territory invoiced by [COMPANY], its Affiliates or sublicensees ( other than Savient and its Affiliates hereunder ) to Third Parties, net of, where applicable, any deductions specifically related to a Licensed Product and actually allowed, incurred, paid or taken for ( 1 ) quantity or trade discounts actually granted, but specifically excluding prompt payment and/or cash discounts ; ( 2 ) amounts repaid or credited, cash, credit or free goods allowances given by reason of chargebacks, vendor chargebacks, patient vouchers or coupons, retroactive price reductions including, without limitation, any price reductions imposed by courts or governmental authorities, correction of billing errors, and rebates or payments ; ( 3 ) amounts refunded or credited for Licensed Product that was rejected, spoiled, damaged, outdated, recalled, or returned, or any reasonable returned goods allowance offered in lieu of the right of a customer to return outdated Licensed Product ; ( 4 ) wholesaler fees under vendor managed inventory agreements and pharmacy benefit management fees for services ; ( 5 ) actual shipping costs to the extent billed directly by [COMPANY] to its customers and supported by shipper 's invoice ; and ( 6 ) actual sales tax billed by [COMPANY] to its customers as a separate line item on an invoice, as documented by actual invoices . If [COMPANY], its Affiliates or sublicensees receive non - cash consideration for Licensed Product sold or otherwise transferred ( in any event excluding any samples or Promotional Materials ) to an independent Third Party that is not an Affiliate of [COMPANY], the fair market value of such non­cash consideration on the date of the transfer as known to [COMPANY], or as reasonably estimated by [COMPANY] if unknown, shall be included the Net Sales for such Licensed Product sold or otherwise transferred