definiens: means any bona fide transaction for the sale, use, lease, transfer or other disposition of a Licensed Product to a third party for which consideration is receiv ed or expected by Company or its Affiliate or sublicensee . A Sale is deemed completed at the time that Compa ny or its Affiliate or sublicensee invoices, ships or receive s payment for a Licensed Product, whichever occurs first . The term means each three - month period beginning on January 1, April 1, July 1 and October 1 . The term means the consideration received or expected from, or the fair market value attributable to, each Sale, less Qualifying Costs that are directly attri butable to a Sale, specifically identified on an in voice or other documentation and actually borne by Company or its Affiliates or sublicensees . For purposes of determi ning Net Sales, the words mean the cash consideration that Company or its Aff iliates or sublicensees would realize from an unrelated buyer in an arms ’ l ength sale of an identical item sold in the same qu antity and at the time and place of the transaction . The term means : ( a ) customary trade, cash and quantity discounts and inventory management fees pa i d to wholesalers and distributors ; ( b ) credits, ch argebacks, retroactive price reductions, rebates, refunds or c laims or returns that do not exceed the original in voice amount ; ( c ) outbound transportation expenses and transporta tion insurance premiums ; ( d ) sales and use taxes, t ariffs, customs duties, excises and other taxes and fees i m posed by and indefeasibly paid to a governmental ag ency ( other than taxes on income ), ( e ) negotiated paymen ts made to private sector and government third part y payors ( e.g., PBMs, HMOs and PPOs ) and purchasers / provider s ( e.g., staff model HMOs, hospitals and clinics ), regardless of the payment mechanism, including without limitation rebate, chargeback and credit mechanisms ; and ( f ) discounts under discount prescr iption drug programs and reductions for coupon and voucher programs