definiens: means, for a particular period, the gross amount invoiced on sales of Product in the Territory recognized as gross revenue in accordance with GAAP by SomaxoI4 its Affiliates, licensees, sublicensees and assigns to independent, unrelated Third Pruties during such period in bona fide arms ' length transactions, less deductions calculated to arrive at net sales in accordance with GAAP, including the following : ( a ) freight, insurance ( but only insurance with respect to shipping the Product ), and other transportation charges to the extent added to the sales price and set forth separately as such on the total amount invoiced ; ( b ) any sales, use, value - added, excise taxes or duties or allowances on the selling price of Product to the extent added to the sales price and set forth separately as such on the total amount invoiced ; ( c ) chargebacks, trade, quantity and cash discounts and rebates to the extent customary in the trade, including governmental rebates ( [ or the avoidance of doubt, discounts given to wholesalers, retai lers or other distributors of the Product as a fee for services shall be considered a for this purpose ) ; ( d ) allowances or credits, including allowances or credits to customers on account of rej eclion, defects or returns of the Product, or because of a retroactive price reduction ; and ( e ) redemption costs associated with any Product voucher, coupon, loyalty card or other co - pay assistance programs . Net Sales shall not include a sale or transfer of Product to an Affiliate, licensee, sublicensee or assign of Partner or [COMPANY] ; but the resale by such Affiliate, licensee, sublicensee or assign of Partner 3 or [COMPANY] to a Third Party shall be considered a sale of such Product . Net Sales shall also not include a transfer of Product if done for clinical, regulatory or governmental purposes where no consideration is received . For purposes of clarity, it is the intent of the parties that for the purposes of this Agreement shall be consistent with the GAAP net sales reported by [COMPANY] in its periodic reports with the U.S. Securities and Exchange Commission