definiens: shall mean, for any period, the gross amount invoiced by ZYCOS and its Affiliates or sublic ensees for the sale of Products by ZYCOS or its Affiliates or sublicensees to Third Parties, less deductions for : ( a ) normal and customary trade, quantity and cash discounts and sales returns and allowances, including ( i ) those granted on account of price adjustments, billing errors, rejected goods, damaged goods, returns and rebates, ( ii ) administrative and other fees and reimbursements and similar payments to wholesalers and other distributors, buying groups, pharmacy benefit management organizations, health care insurance carriers and other institutions, ( iii ) allowances, rebates and fees paid to distributors and ( iv ) chargebacks ; ( b ) freight, postage, shipping and insurance expenses to the extent that such items are separately included in the gross amount invoiced ; ( c ) customs and excise duties and other duties related to the sales to the extent that such items are separately included in the gross amount invoiced ; ( d ) rebates and similar payments made with respect to sales paid for by any governmental or regulatory authority such as, by way of illustration and not in limitation of the parties ' rights hereunder, Federal or state Medicaid, Medicare or similar state program or equivalent foreign governmental program ; ( e ) sales and other taxes and duties directly related to the sale or delivery of Product ( but not including taxes assessed against the income derived from such sale ) ; ( f ) distribution expenses to the extent that such items are separately included in the gross amount invoiced ; ( g ) any other similar and customary deductions that are consistent with United States generally accepted accounting principles, or in the case of non - United States sales, other applicable accounting standards ; and ( h ) any such invoiced amounts that are not collected by ZYCOS or its Affiliates or sublicensees . ZYCOS shall keep adequate written records of any such invoiced amounts and such deductions ( the ) . Any of the deductions listed above that involves a payment by ZYCOS or its Affiliates or sublicensees shall be taken as a deduction in the Calendar Quarter in which the payment is accrued by such entity . For purposes of determining Net Sales, the Product shall be deemed to be sold when invoiced and a shall not include transfers or dispositions for charitable, promotional, pre -clinical, clinical, regulatory or governmental purposes ( except to the extent that such transfers or dispositions directly generate income )