definiens: means the gross amount received by Dance, its Affiliates, or anyCommercialization Partner or sub - licensee of a Commercialization Partner for the bona - fidecommercial sales in the Territory of the Device or Drug Product ( provided the Drug Product is sold foruse solely with the Device ), to third party purchasers in arms - length transactions ( which, for theavoidance of doubt, includes distributors who purchase Device and Drug Product ), less the followingdeductions, determined in accordance with IFRS as applied consistently by the selling person orentity:(i ) freight, postage, shipping charges and other transportation expenses including insurance, packingand distribution charges, commercially reasonable quantity, trade and cash discounts ( includingdiscounts for prompt payment ), allowances, and credits actually allowed or paid ( includingcommercially reasonable discounts to customers in form of deductions actually allowed or feesactually paid such as cash coupons ) in so far as such discounts, allowances and credits relate torelevant sales of the Device and Drug Products;(ii ) billing error adjustments, retroactive price reductions and credits or allowances granted uponrejections or returns for damaged goods of the Device and Drug Products ( including as a result ofdefects or recalls or because of rebates or retroactive price adjustments ) ; 6(iv ) amounts payable resulting from governmental ( or agency thereof ) mandated rebate or discountprograms ( including discounts mandated by or granted in response to laws or regulations, retroactiveprice reductions or rebates paid or credited to any governmental authority or agency or third partypayor, administrator or contractee, including in respect of any government subsidized program such asMedicare and Medicaid rebates to the degree that the amounts so payable relate to relevant sales ofthe Device and Drug Products;(v ) sales taxes, excise taxes, use taxes, tariffs and customs or import / export duties, or othergovernmental charges actually due or incurred with respect to such sales, including value - added taxes;andFor the avoidance of doubt Net Sales shall not include any transfer of Devices or Drug Product tothird parties for clinical trial use ( including in connection with the conduct of any Phase 4 clinical trials),or for sampling, charitable or compassionate use purposes1.44 means the license agreement made between Nektar Therapeuticsand Stamford Devices Limited and dated 22nd November 2007 pursuant to which Stamford DevicesLimited acquired rights to proprietary technology which rights were later assigned to Aerogen;1.45 means:(a ) patents or patent applications ; and(b ) any divisionals, continuations, substitutions, continuations - in - part, extensions, renewals, confirmations, re - examinations, registrations or reissues of such patents or applications, as applicable