definiens: shall mean, with respect to any Product, the gross invoiced sales of such Product by Purchaser or Seller or their Affiliates or Sublicensees, as applicable, to Third Parties after the First Commercial Sale of such Products, less the following deductions to the extent included in the gross invoiced sales price for such Product or otherwise directly paid or incurred by Purchaser or Seller or their Affiliates or Sublicensees, as applicable, with respect to the sale of such Product : ( a ) normal and customary trade and quantity discounts, credits and allowances actually allowed and properly taken directly with respect to sales of such Product ; ( b ) amounts repaid or credited by reason of rejections, recalls, returns, rebates, government mandated rebates, and allowances ; ( c ) chargebacks and other amounts paid on sale or dispensing of such Product ; ( d ) ( e ) based on income ) ; ( f ) retroactive price reductions that are actually allowed or granted ; tariffs, duties, excise, sales, value - added or other taxes ( other than taxes cash discounts for timely payment ; Annex A page 5 ( g ) delayed ship order credits ; ( h ) discounts pursuant to patient discount programs ; and ( i ) freight, shipping and insurance charges