definiens: with respect to the sale of any Product means the gross amount invoiced byNEUROGEN, its Affiliates, licensees or Sublicensees ( including any co - marketing partners ), to Third Parties less, thefollowing reasonable and customary deductions, in each case to the extent specifically relating to the Product for : ( i)trade, quantity and cash discounts and allowances actually allowed or given ; ( ii ) to the extent included in the invoiceamount, freight, shipping insurance and other transportation expenses incurred in transporting such Product in finalform to such customers ; ( iii ) credits or refunds actually allowed for rejections, defects or recalls of such Products, outdated or returned Products, or retroactive price reductions ; ( iv ) sales, value - added, excise taxes, tariffs and duties, and other taxes directly related to the sale ( but not including taxes assessed against the income derived from suchsale ) ; ( v ) chargebacks granted to wholesalers ; and ( vi ) rebates, including managed care, Medicaid and othergovernmental rebates, in respect of the sales of the Products . The transfer of Products by NEUROGEN or one of itsAffiliates to either ( a ) another Affiliate of NEUROGEN or ( b ) a licensee or Sublicensee of NEUROGEN, shall not beconsidered a sale ; in such cases, Net Sales shall be determined based on the invoiced sales price by the Affiliate, licensee or Sublicensee to an unrelated Third Party, less the deductions allowed under this Section 1.22 . Every othercommercial use or disposition of a Product by NEUROGEN or its Affiliates, licensees or Sublicensees in barter orother transactions ( other than dispensing of reasonable and customary quantities of promotional samples ) shall beconsidered a sale of such Product at the weighted average Net Sales price for such Product during the precedingquarter