definiens: means, for any period, the aggregate gross amounts invoiced by Distributor, its Affiliates or SubDistributors in connection with sales of the Product to arm 's length Third Parties, ( excluding sales of the Distributor to its SubDistributors or Affiliates ) in the Territory for use in the Territory, less any and all ( a ) trade, quantity and cash discounts, charge — backs, recalls, returns or rebates or other similar adjustments relating to credits issued to arm 's length Third Parties ( excluding sales of the Distributor to its Subdistributors of Affiliates ), which speci ﬁcally relate to the Product and are recognized in accordance with US . generally accepted accounting principles ; and ( b ) transportation and insurance costs paid by Distributor or its Afﬁliates on shipment of Product to Distributor from Cipher 's Approved Manufacturer . Notwithstanding the foregoing, Net Sales shall not be less than f Gross Sales for any period