definiens: means any bona fide transaction for which consideration is received or expected by VGX or its Affiliate or sublicensee for the sale, use, lease, transfer or other disposition ofa Licensed Product to a third party . A Sale is deemed completed at the time that VGX or its Affiliate or sublicensee invoices, ships or receives payment for a Licensed Product, whichever occurs first . The term means each three­month period beginning on January I, April I, July I and October I. The term means the consideration received or expected from, or the fair market value attributable to, each Sale, less Qualifying Costs that are directly attributable to a Sale, specifically identified on an invoice or other documentation and actually borne by VGX or its Affiliates or sublicensees . For purposes of determining Net Sales, the words '' fair market value " mean the cash consideration that VGX or its Affiliates or sublicensees would realize from an unrelated buyer in an arms length sale of an identical item sold in the same quantity and at the time and place of the transaction . The term means : ( a ) customary discounts in the trade for quantity purchased, for prompt payment or for wholesalers and distributors ; ( b ) credits or refunds for claims or returns that do not exceed the original invoice amount ; ( c ) prepaid outbound transportation expenses and transportation insurance premiums ; and ( d ) sales and use taxes and other fees imposed by a governmental agency