definiens: means the [ * * * ] sales of each Product in the Territory by Epirus and its Affiliates and sublicensees to Third Party in bona fide arm ’s length transactions, less the following deductions allowed and taken by Third Parties and not otherwise recovered by or reimbursed to Epirus and its Affiliates and sublicensees : ( a ) freight, insurance and other transportation charges to the extent added t o the sales price and set forth separately as such on the total amount invoiced ; ( b ) any sales, use, value -added, excise taxes and/or duties or allowances on the selling price of the Product which fall due and are paid as a consequence of such sale ; ( c ) chargebacks, trade, quantity and cash discounts and rebates actually allowed and taken to the extent customary in the trade, including without limitation governmental rebates ; and ( d ) allowances or credits, including without limitation allowances or credits to customers on account of rejection, defects or returns of the such Products or because of a retroactive price reduction, and such other deductions actually taken by customers that are customary in the trade . Net Sales shall not include a sale or transfer of Products to an Affiliate or sublicensee or if done for clinical, regulatory or governmental purposes where no consideration is received, but the resale by such Affiliate or sublicensee shall be included in Net Sales of such Product