definiens: means, with respect to any Licensed Product, the gross amounts invoiced onsales of such Licensed Product by Licensee or any of its Affiliates or Sublicensees to a Third Party, lessthe following customary deductions, determined in accordance with the Accounting Standards, to theextent allocated to the sale of such Licensed Product and actually taken, paid, accrued, allowed, orincluded in the gross sales prices or specifically allocated in its financial statements with respect to suchsales:(a ) discounts ( including cash, quantity and patient program discounts ), retroactive pricereductions, charge - back payments and rebates granted to managed health care organizations or tofederal, state and local governments, their agencies, and purchasers and reimbursers or to tradecustomers;(b ) credits or allowances actually granted upon claims, damaged goods, rejections orreturns of such Licensed Product, including such Licensed Product returned in connection with recalls orwithdrawals, and amounts written off by reason of uncollectible debt, provided that if the debt is thereafterpaid, the corresponding amount will be added to the Net Sales of the period during which it is paid;(c ) freight out, postage, customs charges, shipping and insurance charges for delivery ofsuch Licensed Product ; and(d ) taxes or duties levied on, absorbed or otherwise imposed on the sale of suchLicensed Product, including value - added taxes, or other governmental charges otherwise imposed uponthe billed amount, as adjusted for rebates and refunds, to the extent not paid by the Third Party, andannual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of2010 ( Pub . L. No . 111 - 48 ) and other comparable Laws