definiens: shall mean the aggregate amount invoiced for sales of the Licensed Product by or on behalf of [COMPANY], its Affiliates, and/or any of its Sublicensees, in each case on an arms - length basis to a Third Party ( other than a Third Party who is a Sublicensee or a Third Party that sells the Licensed Product on behalf of [COMPANY] ), less only the sum of the following : ( a ) Customary trade, quantity, or cash discounts and non - affiliated brokers ' or agents ' commission actually allowed and taken which are not already reflected in the amount invoiced ; ( b ) Rebates, including but not limited to government mandated rebates, actually allowed ; ( c ) Amounts actually repaid or credited by reason of rejections or return or recalls ; ( d ) Any freight or other transportation costs, and insurance charges to the extent included in the invoice price and separately identified on the invoice or other documentation maintained in the ordinary course of business ; ( e ) Duties, tariffs, and all sales, pharmaceutical, excise and other taxes based directly on sales or turnover or delivery of Licensed Products under this Agreement ( including V A T ) to the extent included in the invoice price and to the extent such taxes are remitted to the applicable taxing authority ; ( f ) Invoiced amounts actually written off during the period covered by the relevant royalty report ( even if they relate to sales made during prior periods ) ; and/or ( g ) A reasonable reserve for pharmaceutical taxes or other taxes or charges on sales or turnover or delivery of Licensed Products under this Agreement that are not included in the invoice price for the Licensed Product ( but 7 863721 excluding corporate income tax ) consistent with past practices, having the de facto effect of reducing the effective price received by [COMPANY] ( or its Affiliates or sublicensees ) for such Licensed Products ; provided that, the deductions in clauses ( a ) through ( d ) above shall be consistent with corresponding deductions taken by [COMPANY] with respect to other products sold by [COMPANY] . In the event that Javelin disputes [COMPANY] 's Net Sales calculations, Javelin may invoke its audit right pursuant to Section 5.4.1 Net Sales will be determined in accordance with GAAP, but only to the extent that the provisions of this Section 1.50 does not expressly deviate from the GAAP provisions . Without limiting the generality of the foregoing, sales at cost, transfers or dispositions of Licensed Product for charitable, promotional ( including samples ), pre - clinical, clinical, or regulatory purposes will be excluded from Net Sales, as will sales or transfers of Licensed Product among a Party and its Affiliates or Sublicensees