definiens: shall mean gross sales of Santen, its Affiliates and Sublicensees ( each, a ) ofProduct to Third Parties less the following:(i ) actual bad debts related to Product;(ii ) normal and customary trade, quantity and cash discounts and any other adjustments, including grantedon account of price adjustments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or distributors, buyinggroups, health care insurance carriers or other institutions, adjustments arising from consumer discount programs, ineach case actually allowed and taken by a Third Party with respect to sales of Product;(iii ) any payment in respect of sales of Product to any government ( including any agency or departmentthereof ) or with respect to any government - subsidized program or managed care organization;(iv ) sales taxes or similar taxes, including duties or other governmental charges imposed on the sale of theProduct to a Third Party ( including value added taxes or other governmental charges otherwise measured by thebilling amount, but excluding any taxes imposed on or measured by the net income or profits of the Selling Party ), notreimbursable, refundable or creditable to the Selling Party ; and(v ) prepaid freight, insurance and handling fees actually invoiced ( to the extent that the Selling Party actuallyincurs the cost of freight, insurance and handling fees for Product and are not reimbursable, refundable or creditable tothe Selling Party),in each case as determined from books and records of the Selling Party maintained in accordance with the applicableAccounting Standards . Sales of Product between or among Santen, its Affiliates and Sublicensees shall be excludedfrom the computation of Net Sales if such sales are not intended for end use . If a sale, transfer or other dispositionwith respect to the Product involves consideration other than cash or is not at arm ’s length, then the Net Sales fromsuch sale, transfer or other disposition shall be the arm ’s length fair market value, which generally will mean theSelling Party ’s average sales price for the calendar quarter in the country where such sale took place