definiens: means, with respect to the applicable calendar year, the total amount invoiced by the Company or any of its assignees, successors, licensees, transferees, distributors or commercial partners ( or their respective Affiliates ) for sales of the Product or Finished US Goods, or any portion of any of the foregoing, to third parties in bona fide arm 's length transactions less the following deductions, in each case related specifically to the Product or Finished US Goods, or any portion of any of the foregoing, as applicable, and actually taken by such third parties and not otherwise recovered or reimbursed to Buyer or any of its direct or indirect Affiliates, assignees, successors, licensees, transferees, distributors or commercial partners ( or their respective Affiliates ): ( i ) the actual cost of such Product or Finished US Goods, or any portion of any of the foregoing, paid to BIIB pursuant to the Supply Agreement ; ( ii ) credits or refunds for actual returns of such Product or Finished US Goods, or any portion of any of the foregoing ; ( iii ) Rebates for the purchase of such Product or Finished US Goods, or any portion of any of the foregoing ; ( iv ) sales, use or similar Taxes directly related to the sale of such Product or Finished US Goods, or any portion of any of the foregoing, but only to the extent added to the sales price and separately set forth as such in the total invbiced amount ; and ( v ) freight, packing and handling charges to the extent directly related to the sale of such P·roduct or Finished US Goods, or any portion of any of the foregoing, but only to the extent added to the sales price and separately set forth as such in the total invoiced amount . The gross invoiced amounts referred to in the foregoing sentence exclude amounts invoiced among the Company, its Affiliates and its licensees for quantities of Product or Finished US Goods, or any portion of any of the foregoing, for resale ( Le ., where the resale is included in the amount of Net Sales ) . If any of the Product or Finished US Goods, or any portion of any of the foregoing, is ever sold for compensation other than cash or in a transaction which is not arm 's length, or if Pro9.uct or Finished US Goods, or any portion of any of the foregoing, would otherwise reach patients or end - users without a sale thereof being included in the calculation of the Net Sales Amount ( other than pursuant to any clinical trial, commercially reasonable sampling program, compassionate use program or the like ), then the then - current gross list price of such Product or Finished US Goods, or any applicable portion of any of the foregoing, shall be used in calculating, for the quantities at issue, the amount of Net Sales