definiens: means [ the total amount invoiced by TMC, its Affiliates, or their respective Sublicensees for sales of Product to Third Parties such as reseUers, distributors, wholesalers, hospitals, and others, in bona fide arm 's length transactions, less the following deductions, in each case related specifically to Product and actually taken by such Third Parties or accrued in accordance with generally accepted accounting principles ( as adjusted from time to time to reflect amounts actually incurred and not otherwise recovered by or reimbursed to TMC or its Affiliates, and their respective Sublicensees ): ( i ) trade, cash and quantity discounts ; ( ii ) taxes on sales ( such as sales taxes, use taxes or other consumption taxes ) excise taxes, customs duties and compulsory payment made to governmental authorities, in each case to the extent added to the sale price and set forth separately as such in the total amount invoiced ; ( iii ) freight, insurance and other transportation charges, in each case to the extent added to the sale price and set forth separately as such in the total amount invoiced ; and ( iv ) amounts repaid or credited by reason of rejections, defects, recalls or returns or because of retroactive price reductions, charge backs, rebates or commissions or reserves therefor made in accordance with generally accepted accounting principles . In the case of any sale or other disposal for value, such as barter or counter - trade, of any Product other than in an arm 's length transaction exclusively for money, Net Sales will be calculated as above on a fair market price of the Product in the country of sale or disposal . For clarity, ( a ) Net Sales will not include the value of Product ( generally the average selling price ) provided by TMC, its Affiliates or their Sublicensees for clinical trials, or donations and ( b ) sales of Product to Third Parties by TMC or an Affiliate of TMC through a Non - Stocking Distributor will be deemed to be sales by TMC or such Affiliate, not by the Non - Stocking Distributor, for purposes of - 7 -84276377.3 calculating Net Sales . As used in this Agreement, will mean a distributor that markets and promotes Product(s ) on behalf of TMC or an Affiliate of TMC in exchange for commissions or other fees but that does not purchase Product(s ) from TMC or such Affiliate and resell them to other Third Parties . ] 1.28 means a Product incorporating nesiritide or any analog or derivative thereof