definiens: means the gross amount received by CELGENE or its AFFILIATES or SUBLICENSEES for sale of PRODUCT to THIRD PARTIES, less : ( i ) cost of freight, postage, and freight insurance, ( if paid by seller ) ; ( ii ) sales taxes, value added taxes, excise taxes, and customs duties ; ( iii ) cost of export licenses and any taxes, fees or other charges associated with the exportation or importation of PRODUCTS ; ( iv ) rebates accrued, incurred or paid to Federal Medicaid and State Medicare and any - 5 -CONFIDENTIAL THEA TMENT REOUESTED other price reductions required by a governmental agency ; ( v ) rejected shipments, returns, and retroactive deductions ; ( vi ) the amount received for sales which become the subject of a subsequent temporary or partial recall by a regulatory agency for safety or efficacy reasons outside the control of CELGENE ; and ( vii ) customary cash, quantity, and trade discounts ; provided, however, that a sale or transfer to an AFFILIATE or SUBLICENSEE for re - sale by such AFFILIATE or SUBLICENSEE shall not be considered a sale for the purpose of this provision but the resale by such AFFILIATE or SUBLICENSEE shall be a sale for such purposes . A shall also include a transfer or other disposition for consideration, but not such transfers or dispositions, without consideration, for pre­clinical, clinical, regulatory or governmental purposes prior to receiving marketing approval for the specific indication for which such transfer is made . In the event that consideration in addition to or in lieu of money is