definiens: means ( i ) with respect to sales by a Party, or an Affiliate of a Party, or a distributor of a Party to non - affiliated third party purchasers, the actual amount of gross sales of Post Exclusive Period Product to a third party, less : trade, cash and quantity discounts granted at the time of invoice, if any, actually allowed, amounts refunded for faulty or SV _ DOCS\118209.1 [ W2000 ] defective product, returns, rejections, freight, insurance and other transportation costs ( except income taxes ), tariffs, duties and similar governmental charges paid, to the extent included in gross sales price, ( ii ) with respect to sales by a Party made to any Affiliate or to any person, firm or corporation enjoying a special course of dealing with a Party, the Product Net Sales will be determined based on the first resale in a bona fide arms - length transaction of Post Exclusive Period Product by such Mfiliate, person, firm or corporation to third parties, and ( iii ) with respect to Post Exclusive Period Product which are used by a Party, or an Affiliate of a Party, to supply services or information to a third party for commercial purposes, or are otherwise disposed of, the Product Net Sales shall be determined as if such Post Exclusive Period Product had been sold at the average Product Net Sales for such Post Exclusive Period Product during the past one hundred and twenty days