definiens: means the gross amount invoiced for Licensed Product sold, distributed or otherwise disposed of by XTL, its Affiliates and/or Sublicensees ( collectively, the ), in an arm 's length transaction to an end user ( ), less : ( i ) trade, quantity or cash discounts ( other than early payment discounts ) ; ( ii ) credits or allowances, if any, given or made on account of price adjustments, returns, bad debts, rebates, and any all Federal, state or local government rebates whether in existence now or enacted at any time during the term of this Agreement ( e.g., HCF A or Medicaid rebates ), rejections, recalls or destruction requested or made by an appropriate government agency ; and ( iii ) any tax, excise or governmental charge upon or measured by the sale, transportation, delivery or use of the Licensed Product ; provided that Net Sales shall in no event be less than eighty percent ( 80 % ) of Gross Sales