definiens: means the total amount received by [COMPANY] or its Affiliates or sublicensees, as the case may be, for sales of Products to Third Pmties ( other than sublicensees ) in arm 's length transactions, less : ( i ) ordinary and customary prompt payment and other trade or quantity discounts actually allowed and taken ; ( ii ) credits or allowances actually granted for damaged goods, recalls, returns or rejections of Products or for retroactive price reductions ; ( iii ) charge back payments, reimbursements and rebates, including government - mandated rebates ( including Medicaid rebates ) ; ( iv ) freight, postage and duties ( including insurance premiums ) actually incurred ; and ( v ) excise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities actually paid and separately identified on the invoice or other documentation maintained in the ordinary course of business, A shall include any transfer or other disposi'tion for consideration, and Net Sales shall include the fair market value of all other consideration received by [COMPANY] or its Affiliates or sublicensees in respect of any grant of rights to make, use, sell or otherwise distribute Products, whether such consideration is in cash, payment in kind, exchange or other form . Transfers or dispositions, whether or not for consideration, of Products for charitable or promotional purposes or for preclinical, clinical, manufacturing, regulatory or governmental purposes shall not be deemed For clarification, sale of a Product by [COMPANY], its Affiliates Page 3 of 41 ~ontjdentjaJ Treatment Request(ed ) ~ ! ~ ! I I I ! i I i I I I I CONFIDENTIAL or sublicensees to another of these entities for resale by such entity to a Third Party shall not be deemed a sale for purposes of calculating hereunder, but the sale of such Product by such entity to such Third Pmty shall be deemed to be a sale by such entity of a Product for purposes of calculating Net Sales hereunder