definiens: means, in any case where a Licensed Product is sold or commercially disposed of for value by Licensee or any Sublicensee in an arm 's length transaction with a t hird party ( other than an Affiliate of, respectively, Licensee or Sublicensee ), the gross invoice price for such Licensed Product, less the following : ( i ) discounts, chargebacks, Medicare or other government rebates, and rebates to purchasers actu ally taken or allowed ; ( ii ) credits or allowances given or made for rejections or return of any previously sold Products actually taken or allowed ; ( iii ) to the extent included in such gross invoice price any tax or government charge imposed on the production, import, export, sale, delivery or use of such Products, including, without limitation, any value added or similar tax or government charge, but not including any tax levied with respect to income ; and ( iv ) to the extent included i n such gross invoice price any reasonable and documented packaging and distribution charges . Net Sales shall also include and be deemed to have been made with respect to ( a ) any Licensed Product not sold or otherwise transferred to any third party but rather used by Licensee or any Sublicensee to provide a commercial service and ( b ) any other transfer of a Licensed Product for less than arm 's length value other than intercompany transfers where the transferee is not the end user . The amount of any Net Sale as defined in the preceding sentence shall be imputed using the price or prices at which the Licensed Product at issue is then being sold in transactions covered by the first sentence of this Section or, if no such transactions have occurred, on a reasonable basis to be determined at the time by the Parties . Notwithstanding any other provision of this Section, Net Sales shall not include the transfer without consideration of any Licensed Product by Licensee or any Sublicensee ( x ) for use in any clinical trial or in any preclinical or other research, ( y ) as detailing samples or other use to promote additional Net Sales in amounts consistent with the no rmal business practices of Licensee or any Sublicensee, or ( z ) for compassionate use