definiens: means, with respect to a given period, the gross invoiced sales price for a Product sold by oron behalf of Parent, the Surviving Corporation, their respective Affiliates or sublicensees to Third Parties during such periodless the total of the following charges or expenses, as determined in accordance with GAAP or the equivalent accountingstandard used by Parent from time to time:(a ) Trade, cash, prompt payment and quantity discounts including promotional, service or similardiscounts;(b ) Returns, allowances, rebates, chargebacks and fees or payments to government agencies, including anyamounts imposed or due under section 9008 of ACA;-14- ( c ) Retroactive price reductions;(d ) Fees paid to distributors or wholesalers ( in each case, who do not engage in marketing or promotion ofProducts ), or to group purchasing organizations and managed care entities or similar types of organizations;(e ) Credits and allowances for product replacement, whether cash or trade;(f ) The standard inventory cost ( actual acquisition cost ) of devices used for dispensing or administeringthe Product which are shipped with the Product and included in the gross invoiced sales price;(g ) Sales taxes ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, customs dutiesand compulsory payments to governmental authorities and any other governmental charges imposed upon the sale of suchProduct to Third Parties ( other than taxes based on income ) ; and(h ) [ * * ] for bad debts, freight or other transportation charges, insurance charges and additional specialpackaging;in the case of each charge or expense above, solely to the extent related to a Product . Notwithstanding the foregoing, sales ofProduct among the Surviving Corporation, its Affiliates and sublicensees shall not be included within Net Sales ; but the resaleof such Product to Third Parties for commercial use shall be included in Net Sales . In calculating Net Sales:(i ) Free Products . Any disposal of a Product at no charge for, or use of a Product without charge in, clinicalor pre - clinical trials, given as free samples in commercially reasonable quantities, or distributed at no charge to patientsunable to purchase the same or distributed at no charge pursuant to an Expanded Access Program shall not be included in NetSales