definiens: means any bona fide transaction for the sale, use, lease, transfer or other disposition ofa Licensed Product to a third party for which consideration is received or expected by Company or its Affiliate or sublicensee . A Saleis deemed completed at the time that Company or its Affiliate or sublicensee invoices, ships or receives payment for a LicensedProduct, whichever occurs first . The term means each three - month period beginning on January 1, April 1, July 1 andOctober 1 . The term means the consideration received or expected from, or the fair market value attributable to, eachSale, less Qualifying Costs that are directly attributable to a Sale, specifically identified on an invoice or other documentation andactually borne by Company or its Affiliates or sublicensees . For purposes of determining Net Sales, the words mean the cash consideration that Company or its Affiliates or sublicensees would realize from an unrelated buyer in an arms ’ lengthsale of an identical item sold in the same quantity and at the time and place of the transaction . The term means:(a ) customary trade, cash and quantity discounts and inventory management fees paid to wholesalers and distributors ; ( b ) credits, chargebacks, retroactive price reductions, rebates, refunds or claims or returns that do not exceed the original invoice amount;(c ) outbound transportation expenses and transportation insurance premiums ; ( d ) sales and use taxes, tariffs, customs duties, excises and other taxes and fees imposed 5by and indefeasibly paid to a governmental agency ( other than taxes on income ), ( e ) negotiated payments made to private sector andgovernment third party payors ( e.g., PBMs, HMOs and PPOs ) and purchasers / providers ( e.g., staff model HMOs, hospitals andclinics ), regardless of the payment mechanism, including without limitation rebate, chargeback and credit mechanisms ; and(f ) discounts under discount prescription drug programs and reductions for coupon and voucher programs