definiens: means the gross invoiced sales prices of Program Products, whether in bulk active ingredient form or fmished product form, realized by either party, their Affiliates and sublicensees, from sales to non - Nfiliated third party purchasers less, to the extent such amounts are included in the invoiced sales price, taxes, shipping costs ( including freight and insurance ), and duties and other governmental charges paid for and separately identified on the invoice . Additional allowances will be permined for ( i ) cash, trade and/or quantity discounts actually allowed, ( ii ) amounts repaid or credited by reason of rejection or retwTI of goods, ( iii ) volume or formulary discount amounts paid or credited to a wholesaler, purchaser, third party payor or other contractee as a result of a contractual arrangement specific to a Program Product, ( iv ) rebates paid or credited to any government or agency ( or branch thereof ) or to any third party payor, administrator or contractee, and ( v ) discounts mandated by, or granted in response to, applicable state, provincial or federal law, wholesaler charge backs or retroactive price reductions . Net Sales shall not be reduced for any reserves or allowances for bad debts . A sale of a Program Product is deemed to occur upon the earliest of invoicing or transfer of title in the Program Product to non - Nfiliated third party purchasers