definiens: shall mean the invoiced gross sales of the Compound sold by [COMPANY] and its Affiliates to Third Party customers for use or resale in the Territory, in each case less the followin items, as determined in accordance with GAAP : ( a ) sales returns and a11owances, including, without limitation, trade, quantity an cas discounts and any other adjustments typically treated as adjustments to sales in accordance with GAAP, including, but not limited to, those granted on account of price adjustments, billing errors, rejected goods, damaged goods, recaJIs, returns, and rebates and chargeback rebates, granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, ( b ) freight and insurance charges biJJed to the customers, ( c ) customs or excise duties, sales tax and other taxes ( except income taxes ) or duties relating to sales of the Product, and ( d ) any payment made in respect of sales to any federal, state or other governmental or quasi­governmental body or agency in respect of any federal or state Medicaid, Medicare or similar program . For purposes of detennining Net Sa es, the trans er of any ompoun y an yo . to one 0 ltS Affiliates sha11 not be considered a sale ; in such cases Net Sales shan be determined based on the invoiced sales price to an independent Third Party customer, less the adjustments a]]owed under this Section