definiens: means the ~ ctual invoiced gro ~ sales of Product to Third Parties by [COMPANY] and/or its Affiliates and/or their Sublicensees, as recorded by the selling party in accordance with generally accepted accounting principals, less the following : 5 Confidential r - ti ) ( ii ) Final Execution Copy allowances or credits to such Third Parties for spoiled, damaged, rejected, recalled, outdated and returned Product or for retroactive price reductions ; freight, transportation, warehousing, storage, postage and insurance charges to the extent separately identified on an invoice ; ( iii ) the amounts of trade, quantity and cash discounts actually allowed, to the extent such trade, quantity and cash discounts are specifically allowed on account of the purchase of such Product ; ( iv ) sales taxes, excise taxes, use taxes and import / export duties actually due or incurred or allowed in connection with the sales of Product to any Third Party to the extent separately identified on an invoice ; and ( v ) allowances, adjustments, reimbursements, discounts, chargebacks and rebates granted to Third Parties, including, but not limited to, rebates given to health care organizations or other Third Parties, whether during the actual royalty period or not ; ( vi ) any bona fide payment made by [COMPANY] to government agencies with respect to sales of Products in order to be allowed to tender the sale of the Products in a given country, and any bona fide payment made by [COMPANY] to any third parties for assistance provided to [COMPANY] in this process in countries other than the United States, Japan or any member state of the European Union ; ( vii ) actual chargeoffs for bad de~ excludes any amounts invoiced or received in connection with any transfers of a Product between [COMPANY] and its Affiliates prior to final disposition to Third Party customers but only where Product is to be resold to a Third Party . excludes transfers of Product made or used for tests or development purposes, or distributed as donations or samples and for which no payment is received by [COMPANY], or its Affiliates or Sublicensees . In the event that [COMPANY] or its Affiliate or Sublicensee sells, transfers or disposes of any Product for consideration, in whole or in part, other than cash, the gross amount used for calculating Net Sales for such Product shall be deemed to be the standard invoice price then being invoiced by [COMPANY], its Affiliates or Sublicensees in arm 's length transactions with similar customers . In the event that [COMPANY] sells a Product as part of a bundle or group sale with other products not covered by this Agreement, and [COMPANY] provides a discount, allowance or rebate to the purchaser of such products based on the invoiced prices for all products sold, such 6 Confidential Final Execution Copy discount must be allocated pro rata based on average wholesale prices across all such products and may not be applied disproporti onately to the Product sold as part of such bundle