definiens: means, with respect to any Licensed Product, gross amounts invoiced by [COMPANY], their Affiliates ortheir sublicensees ( each a ) to Third Parties ( that are not sublicensees ) for the sale or other commercialdisposition of such Licensed Product anywhere within the Territory, including sales to wholesale distributors, less thefollowing deductions actually incurred, allowed, paid, accrued or specifically allocated with respect to such sales or othercommercial dispositions(a ) discounts ( including trade, quantity and cash discounts ) actually allowed, cash and non - cash coupons, retroactive price reductions, and charge - back payments and rebates granted to any Third Party ( including to governmentalentities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed careorganizations or entities ( and other similar entities and institutions));(b ) credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections orreturns of items previously sold ( including Licensed Product returned in connection with recalls or withdrawals ) and amountswritten off by reason of uncollectible debt, provided that if the debt is thereafter paid, the corresponding amount shall beadded to the Net Sales of the period during which it is paid;(c ) rebates ( or their equivalent ), administrative fees, chargebacks and retroactive price adjustments and any othersimilar allowances granted by a Selling Party ( including to governmental authorities, purchasers, reimburses, customers, distributors, wholesalers, and managed care organizations and entities ( and other similar entities and institutions ) ) whicheffectively reduce the selling price or gross sales of the Licensed Product;(d ) insurance, customs charges, freight, postage, shipping, handling, and other transportation costs incurred by aSelling Party in shipping Licensed Product to a Third Party ; and(e ) import taxes, export taxes, excise taxes ( including annual fees due under Section 9008 of the United StatesPatient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) and other comparable Laws ), sales taxes, value - addedtaxes, consumption taxes, duties or other taxes levied on, absorbed, determined and/or imposed with respect to such sales(excluding income or net profit taxes or franchise taxes of any kind )