definiens: shall mean the gross amount invoiced by [COMPANY] or its Affiliates or sublicensees in respect of sales ofLicensed Compound or Licensed Products to Third Parties in the Territory, less returns and less the following amounts ( a ) customary quantity, trade and/or cash discounts, refunds, chargebacks, allowances, rebates ( including any and all federal, state or local government rebates, e.g.,Medicaid rebates ) and any price adjustments allowed or given ; ( b ) sales and other excise taxes and duties directly related to the sale, to theextent such items are included in the gross invoice price ; ( c ) credits for returned goods ; ( d ) transportation charges to the extent included in thegross invoice price ; and ( e ) agents ’ commissions . Sales of Licensed Product(s ) by [COMPANY], or an Affiliate or sublicense of [COMPANY], toany Affiliate or sublicensee which is a reseller thereof shall be excluded, and only the subsequent sale of such Licensed Product(s ) byAffiliates or sublicensees of [COMPANY] to Third Parties shall be deemed Net Sales hereunder . Any transfer of Licensed Produces ) byCardiokine, or an Affiliate or sublicensee of [COMPANY], to any party in connection with the development, testing, marketing or promotion ofany Licensed Produces ) shall also be excluded from Net Sales