definiens: shall mean, with respect to the Product or Reformulated Product, the gross amount invoiced on account of sales by Bago or [COMPANY], as the case may be, or any of their respective Affiliates or su, blicensees to Third Parties less the following to the extent not already reflected in the invoice price ( a ) actual credits, allowances, discounts, rebates to, and chargebacks from the account of, such Third Parties ( including without limitation Third Party distributors and wholesalers ) for spoiled, damaged, out - dated, rejected or returned Product and actual Federal, State or local government rebates for Product or Reformulated Product ; ( b ) actual freight and insurance costs incurred in transporting such Product or Reformulated Product to such Third Parties ; ( c ) actual cash, quantity and trade discounts ; and ( d ) actual sales, use and value - added taxes and taxes or governmental charges incurred in connection with the exportation or importation of such Product or Reformulated Product . For purposes of determining Net Sales, a sale shall have occurred when an invoice therefore shall be generated or, if earlier, the Product or Reformulated Product is shipped for delivery . Sales of Product or Reformulated Product by Bago or [COMPANY] to any of their respective Affiliates that is a reseller thereof shall be excluded, and only the subsequent sale of such Product or Reformulated Product to a Third Party by Bago or [COMPANY] or any of their respective Affiliates or sublicensees shall be deemed Net Sales hereunder . In the case of any other sale or disposal or other arrangement with a Third Party with respect to Product, Net Sales will be calculated to include the value of the consideration received