definiens: shall mean the gross amount invoiced or otherwise charged by Company, itsAffiliates and Licensees ( ) to third parties in arm ’s length transactions for sales ofany Product during a calendar year, less : 3 ( i)Normal and customary trade, quantity, cash and discounts and credits allowed andtaken ; ( ii)Discounts, refunds, rebates, chargebacks, retroactive price adjustments, and any otherallowances given and taken which effectively reduce the net selling price ( other thansuch which have already diminished the gross amount invoiced such as those outlined inSection 1.2(f)(i ) above ), including, without limitation, Medicaid rebates, institutionalrebates or volume discounts ; ( iii)Product returns and allowances granted to such third party ; ( iv)Administrative fees paid to group purchasing organizations ( e.g., Medicare ) andgovernment - mandated rebates ; ( v)Shipping, handling, freight, postage, insurance and transportation charges, but all only tothe extent included as a separate line item in the gross amount invoiced ; ( vi)Any tax, tariff or duties imposed on the production, sale, delivery or use of the Product, including, without limitation, sales, use, excise or value added taxes and customs andduties, but all only to the extent included as a separate line item ( e.g., ) in thegross amount invoiced ; and ( vii)Bad debt actually written off during the accounting period, as reported by the SellingParty in accordance with GAAP, applied on a consistent basis ( provided, that any baddebt write - off so taken which is later reversed shall be added back to Net Sales in theaccounting period in which the reversal occurs . ) Products are considered when billed out or invoiced or, in the event such Products are not billed out or invoiced, when the consideration for sale of the Products is received . If a sale, transfer or other disposition with respect toProducts involves consideration other than cash or is not at arm ’s length, then the Net Sales from such sale, transferor other disposition shall be calculated from the average selling price for such Product during the calendar quarter inthe country where such sale, transfer or disposition took place . Notwithstanding the foregoing, Net Sales shall notinclude, and shall be deemed zero with respect to, ( i ) Products used by Company, its Affiliates, or Licensees for theirinternal use, ( ii ) the distribution of promotional samples of Products provided free of charge, ( iii ) Products provided forclinical trials or research, development, or evaluation purposes, or ( iv ) sales of Products among Company and itsLicensees and their respective Affiliates for resale