definiens: means the gross amount invoiced _ ) King its Affiliates or Sublicensees, to Third Parties for sale of Products, less, to the extent deducted from such amount or on such invoice consistent with GAAP, the following items : ( a ) quantity, trade or cash discounts, chargebacks, returns, allowances, rebates ( including any and all federal, state or local government rebates, such as Medicaid rebates ) and price adjustments, to the extent actually allowed ; ( b ) sales and other excise taxes and duties or similar governmental charges levied on such sale, to the extent such items are included in the gross invoice price ; ( c ) amounts actually refunded due to rejected, spoiled, damaged, outdated or returned Product ; and ( d ) freight, shipment and insurance costs actually incurred in transporting Product to a Third Party purchaser . If any Products are sold to Third Parties in transactions that are not at arm 's length · between the buyer and seller, or for consideration other than cash, then the gross amount to be included in the calculation of Net Sales for such sales shall be the amount that would have been invoiced had the transaction been conducted at arm 's length, which amount shall be determined, whenever possible, by reference to the average selling price of the relevant Product in arm's­length transactions in the country of sale at the time of sale . Net Sales shall not include amounts invoiced for the supply, disposal of Product for, or use of Product, in clinical or pre - clinical trials or as free samples ( such samples to be in quantities common in the industry for this sort of Product )