definiens: means the gross amount received by Purchaser or its Affiliates or sublicensees, from third parties for sale ofthe Products in the Territory, less, to the extent deducted from such amount or on such invoice consistent with GAAP, thefollowing items : ( a ) quantity, trade or cash discounts, chargebacks, returns, allowances, rebates ( including any and allfederal, state or local government rebates, such as Medicaid rebates ) and price adjustments, and amounts paid pursuant toinventory management arrangements ; ( b ) sales and other excise taxes and duties or similar governmental charges leviedupon the production, transportation, importation, delivery, use or sale of such Product ; ( c ) amounts actually refunded dueto rejected, spoiled, damaged, outdated or returned Product ; and ( d ) freight, shipment and insurance costs . If any Productsare sold to third parties in transactions that are not at arm ’s length between the buyer and seller, or for consideration otherthan cash, then the gross amount to be included in the calculation of Net Sales for such sales shall be the amount thatwould have been invoiced had the transaction been conducted at arm ’s length, which amount shall be determined, whenever possible, by reference to theaverage selling price of the relevant Product in arm’s - length transactions in the country of sale at the time of sale . NetSales shall not include amounts invoiced for the supply, disposal of Product for, or use of Product, in clinical or pre - clinical trials or as free samples ( such samples to be in quantities common in the industry for this sort of Product )