definiens: means the total amount invoiced or otherwise bill ed by SATSUMA and its Affiliates and their sublicensees for sales or other commercial di spositions of any Product less the following ( colle ctively, ): ( a ) transportation charges, freight, postage, s hipping and insurance ( but only insurance related to protecting the particular shipment again st physical loss or damage ) ; ( b ) taxes ( other than taxes based on income ), tariffs, customs duty, surcharges, exci se or other duty and any other governmental charges, all to the extent imposed upon the sale, transportation or del ivery of such Product and paid by the seller ; ( c ) t rade discounts, quantity discounts, cash discounts, reba tes, allowances, credits or charge backs or retroac tive price reductions actually granted or allowed and related directly to the sale of such Product ; ( d ) other adj ustments, allowances or credits ( calculated on a per unit bas is ) to customers relating to such Product and actua lly paid ; and ( e ) reasonable amounts for bad debts directly relat ing to sales of Products that have been actually wr itten off as bad debt losses ( net of any bad debts later recover ed ) . Net Sales and Net Sales Deductions in territor ies outside the US will be calculated as described in Section 5 .4 for the given royalty calculation period . Net Sa les and Net Sales Deductions shall be calculated in accordance with Accounting Standards ( as applied to SATSUMA ) i n a manner consistent with SATSUMA ’s existing accountin g policies as applied to similar transactions and w ill be denominated in US dollars . Sales of any Product bet ween or among 4 SATSUMA and its Affiliates and their sublicensees s hall be excluded from the computation of Net Sales if such sales are not intended for end use, but Net Sales s hall include the subsequent final sales to Third Pa rty customers by SATSUMA or any such Affiliates or their sublicen sees . If a sale, transfer or other disposition with respect to any Product involves consideration other than cash or is not at arm ’s length, then the Net Sales from such sale, transfer or other disposition shall be the arm ’s le ngth fair market value, which generally will mean t he selling party ’s average sales price ( excluding Net Sales th at are not at arm ’s length ) for the calendar quarte r in the country where such sale took place . A sale or other commercial disposition of Products is deemed to oc cur upon the invoicing or billing therefor by SATSUMA or its Affiliate or their sublicensee, as applicable . Any Products used ( but not sold for more than nominal considerat ion ) for sample, promotional, advertising or humani tarian purposes or used ( but not sold for more than nomina l consideration ) for clinical or other research pur poses shall not be considered in determining Net Sales hereunde r. With respect to sales of DHE Combination Product s, Net Sales shall be calculated by multiplying the Net Sa les of the DHE Combination Product by the fraction A/(A + B ), where A is the average gross selling price(s ) d uring the previous calendar quarter of the DHE Comp ound ( in the same or similar form ) sold separately, and B is the gross selling price during the previous calend ar quarter of the Additional APIs ( in the same or similar form ) s old separately ; provided that in the event that a s ubstantial number of such separate sales were not made during the previous calendar quarter then the Net Sales sh all be as reasonably allocated by SATSUMA between the DHE Com pound and the Additional APIs based upon their relative importance and proprietary protection