definiens: means, for any period, the actual gross amount invoiced on sales of Product in the Territory by [COMPANY], its Affiliates, licensees, sublicensees and assigns to independent, unrelated Third Parties during such period in bona fide arms ' length transactions, less the following deductions, so long as they conform with the requirements of Section 6.4, allowed and taken by Third Parties and not otherwise recovered by or reimbursed to [COMPANY], its Affiliates, licensees, sublicensees or assigns : ( a ) freight, insurance ( but only insurance with respect to shipping the Product ), and other transportation charges to the extent added to the sales price and set forth separately as such on the total amount invoiced ; ( b ) any sales, use, value - added, excise taxes or duties or allowances on the selling price of Product which fall due and are paid as a consequence of such sale ; ( c ) chargebacks, trade, quantity and cash discounts and rebates to the extent customary in the trade, including governmental rebates, in each case, accrued in accordance with GAAP ; and ( d ) allowances or credits, including allowances or credits to customers on account of rejection, defects or returns of the Product or because of a retroactive price reduction, actually taken by customers that are customary in the trade . Net Sales shall not include ( a ) a sale or transfer to an Affiliate, licensee, sublicensee or assign of King or [COMPANY] or if done for clinical, regulatory or governmental purposes where no consideration is received ; but the resale by such Affiliate, licensee, sublicensee or assign of King or [COMPANY] shall be considered a sale of such Product ; or ( b ) a sale to a wholesaler or distributor 6 : ~ .. . ~ -