definiens: means the gross amount invoiced with respect to the sale or other disposition ofInitial Licensed Products in the Co - Promotion Territory by ZGEN or its Affiliates or sublicensees to a non - sublicensee Third Party after deducting returns and allowances ( actually paid or allowed ) including prompt payment and any other discounts ( including deductions commonly referred to as ), price reductions, including government reimbursement programs in the Co - Promotion Territory such as Medicare and Medicaid and similar types of rebates, chargebacks from wholesalers of Initial Licensed Product ( whether in cash or trade ), and rebates, when included in gross sales, but not including taxes when assessed on income derived from such sales and bad debts . Amounts received by ZGEN or its Affiliates for the sale in the Co - Promotion Territory ofInitial Licensed Product between ZGEN and its Affiliates for resale or for transfer in the Co - Promotion Territory of Initial Licensed Product to a sublicensee for resale will not be included in the computation of Net Sales hereunder . Any Initial Licensed Product sold or otherwise transferred in the Co - Promotion Territory in other than an arm's - length transaction or for other property ( e.g., barter ) shall be deemed invoiced at its fair market price in the Co - Promotion Territory