definiens: means any bona fide transaction for which amounts are received by Company orits Affiliate or sublicensee for the sale, use, transfer or other disposition of a Licensed Product to an unrelated third party . ASale is deemed completed at the time that Company or its Affiliate receives payment or other consideration for a LicensedProduct . The term means each three - month period beginning on January 1, April 1, July 1 and October 1 . Subject toSection 3.8(iii ) for certain Licensed Products, the term means the amounts or the fair market value attributable toeach Sale actually received by Company or its Affiliates, less Qualifying Costs that are directly attributable to a Sale, specifically identified on an invoice or other documentation and actually borne by Company or its Affiliates . For purposes ofdetermining Net Sales, the words mean the cash consideration that Company or its Affiliates would realizefrom an unrelated buyer in an arms length sale of an identical item sold in the same quantity and at the time and place of thetransaction . No Net Sales or royalties shall accrue on the Sale of Licensed Product in reasonable quantities by Company or itsAffiliates for promotional or marketing purposes, as part of an expanded access program, as part of clinical trials or asdonations to non - profit institutions or government agencies for non - commercial purposes . Net Sales shall not include anypayments between any of Company, its Affiliates and sublicensees . The term means : ( a ) customarydiscounts and rebates in the trade for quantity purchased, for prompt payment or to purchasers, wholesalers and distributors;(b ) credits or refunds for price adjustments, recalls, claims or returns that do not exceed the original received amount ; ( c)outbound transportation, handling and shipping expenses and transportation insurance premiums ; ( d ) sales and use taxes andother fees imposed by a governmental agency ; and ( e ) charge back payments and/or rebates provided to managed health careorganizations, international organizations, or governmental agencies ( including in the United States, Medicare and Medicaid )