definiens: shall mean the amounts invoiced on sales of a Product or Finished Product by [COMPANY] and its Affiliates, Sublicensees or designees to Third Parties in bona fide arms - length transactions, less the following deductions actually allowed by [COMPANY], its Affiliates, Sublicensees or designees and taken by such Third Parties and not otherwise recovered by or reimbursed to [COMPANY], its Affiliates, Sublicensees or designees : ( i ) trade, cash and quantity discounts and other customary discounts ; ( ii ) taxes or government charges levied on the sale of Product or Finished Product to the extent added to the sales price and set forth separately as such in the amount invoiced ; ( iii ) amounts repaid or credited by reason of rejections, chargebacks, defects or returns or because of rebates or retroactive price reductions ; and ( iv ) delivery charges ( including transportation and insurance costs ) actually included in the sales invoiced, all as determined in accordance with GAAP . Net Sales shall not include ( i ) the prices charged for separate products other than the Product, such as the Implanter and, if Commercialized hereunder, the Implant Kit, and ( ii ) sales or transfer of Product or Finished Product between [COMPANY] and its Affiliates, 7 CONFIDENTIAL Sublicensees or designees ; provided, however, thaL Net Sales shall be deemed to include the amount or fair market value of any consideration received by [COMPANY] or its Affiliates that can be attributable to a sale of a Product or Finished Product, whether such consideration is in cash or payments in kind