definiens: means the aggregate United States dollar equivalent of gross revenues invoiced by Hana and its Affiliates and Sublicensees from or on account of the sale of Product to Third Parties, in any given calendar year, less deductions actually allowed or specifically allocated to Product and actually incurred by Hana using US GAAP and reasonable practices with respect to sales of all Product, consistently applied, for the following : ( a ) credits or allowances, if any, actually granted on account of recalls, rejection or return of Product ; ( b ) insurance, freight or other transportation costs incurred in shipping Product to such Third Parties ; and 1.1.65 1.1.66 1.1.67 1.1.68 1.1.69 1.1.70 9 ( c ) excise taxes, sales taxes, value added taxes, consumption taxes, customs and other duties or other taxes or other governmental charges imposed upon and paid or allowed with respect to the production, importation, use or sale of Product ( excluding income or franchise taxes of any kind ) ; ( d ) ( collectively, the ) . The foregoing definition IS subject to the following : ( e ) no deductions shall be made for any item of cost incurred by Hana, its Affiliates or Sublicensees in preparing, Manufacturing, shipping or selling Product except as permitted pursuant to Sections 1.1.64(a ), 1.1.64(b ) and 1.1.64 ( c ) inclusive ; ( f ) Net Sales shall not include transfer between any of Hana and any of its Affiliates or Sublicensees for resale, but Net Sales shall include the subsequent final sales to Third Parties by such Affiliates or Sublicensees ; ( g ) Fair Market Value shall be assigned to any and all non - cash consideration such as but not limited to any credit, barter, benefit, advantage or concession received by Hana or its Affiliates or Sublicensees in payment for sale of Product ; ( h ) as used in this definition, a shall have occurred when Product are billed out or invoiced ; ( i ) notwithstanding anything herein to the contrary, the following shall not be considered a sale of Product under this Agreement : ( i ) the transfer of a Product to a Third Party without consideration to Hana in connection with the development or testing of a Product ; or ( ii ) the transfer of a Product to a Third Party without consideration in connection with the marketing or promotion of the Product ( e.g., samples )