definiens: Net Sales " means the amount invoiced by [COMPANY], its Affiliates or sublicensees fOI ' sales of the Product to unaffiliated Third Parties less the following dedudions applicable to the Product determined in accol'dance with U.S, GAAP Or IFRS and with [COMPANY] 's, 01 ' its i\ffilio.te 's m sublicensce 's standard methods as genel'ally and consistt::ntly applied : ( a ) transportation chat'ges, distdbution, packing and handling charges, and insmance charges to the extent included in the invoice price ; ( b ) sales and excise taxes or customs duties or any other governmental chal'ges imposed upon the sale of the Product ( othel - than taxes based on income ), to the extent included in the invoice price ; ( e ) sales performance bonuses paid to distributors, and [ ' ( cbates and prellliullls gmnted or allowed in connection with the sale ofa f > l'Oduct : ( d ) allowances or cn ~ dits to customcrs 011 accoLint of governmental requirt!ments, price differences arising in connection with sales in countries \\-hel'e the price is fixed in local CLitTency, but payments arc made in another currency, I - ejection, oL ~ tdating, returns 01 ' recalls of the Product ; ( c ) quantity discounb, cash discounts or chargebncks granted in connection with the sale of the Product ; ( f ) provisions for l'etwactive price reductiolls : ( g ) costs of customer programs agreed upon by the Parties in \\riting such as cost effectiveness or patient assistance studies 01 ' programs designed to aid in patient cOl11plio.nce with medication schedules in connection with the sale ofa Product ; ( h ) [ a reasonable allo, vance for bad dehts made in accordance with [COMPANY] 's standard practices consistently applied, provided that any amounts suhsequently recovered and collected in respect of the Pl'Oduct \vill b~ included as part of Net SalesJ (, ( y, nIH : ; > ' T1.\1 . ria : \ 1'\1 E;>,T REQt ES nJ ) ~XEC(JTION COPY Sales bet'ween the Pal, ties, or betv,.een the Pal, tit : s und their Affiliates 01 ' sublicensees, for resale will be disregarded for purposes oj " calCLdating ~et Sales . The Parties recognize that ( a ) [COMPANY] 's customel 's may include pCI'sons in the chain of commcl'ce who entel ' into agrecmcnts with [COMPANY] as to pl"ice even though title to the Product docs not pass dil\:'!ctly from [COMPANY] to sllt : h customers and even though payment fOI ' sLlch Pl"Oduct is not made by slich customel 's directly to [COMPANY] and ( b ) III slich cases, chargebacks paid by [COMPANY] to or thl"Ough a third party ( ~uch as a wholcsalcr ) can be deducted hy Hayer pursuant to subsection ( e ) I1bovc