definiens: shall mean the amounts received by Adial and its Affiliates and Sublicensees from themanufacture or use of Licensed Products, or the sale, offer to sell or importation of Licensed Products, less ( i)discounts or rebates actually allowed from the billed amount, ( ii ) credits or allowances actually allowed upon claims orreturns, ( iii ) rebates, credits, and chargeback payments ( or the equivalent thereof ) granted to managed health careorganizations, wholesalers, or to federal, state / provincial, local and other governments, including their agencies, purchasers, and/or reimbursers, or to trade customers, ( iv ) taxes or other government charges imposed with respectto the sale of such Licensed Products, and ( v ) shipping and insurance charges as separately itemized in invoice . Fornon - cash and partial - cash sales, Net Sales shall include the fair market value of non - cash consideration received forsuch sale of the same quantity of Licensed Products . For sales not at arms - length, Net Sales shall be equal to thefair market price of such Licensed Products as when transferred in comparable arms - length transactions