definiens: means the gross amounts invoiced on sales of a Li censed Product by [COMPANY], or any of its Affiliates or sublicensees, to a Third Party purcha ser in an arm’s - length transaction, less the follow ing customary and commercially reasonable deductions, determined in accordance with U.S. generally accepted accounti ng principles and internal policies and actually taken, paid, accrued, allocated, or allowed based on goo d faith estimates : ( a ) trade, cash and/or quantity discounts, allowances, deductions, fees and credits, excluding commissions for commercialization ; ( b ) excise taxes, use taxes, tariffs, sales taxes and c ustoms duties and/or other government charges or fees imposed on the sale of Licensed Product ( in cluding VAT, but only to the extent that such VAT taxes are not reimbursable or refundable ), specific ally excluding, for clarity, any income taxes asses sed against the income arising from such sale ; ( c ) compulsory or negotiated payments and cash rebates or other expenditures to governmental authorities ( or designated beneficiaries thereof ) i n the context of any national or local health insur ance programs or similar programs, including, but not li mited to, pay - for - performance agreements, risk sharing agreements and government - levied fees as a result of the Patient Protection and Affordable Care Act, Pub . L. No . 111 - 148 or any other successo r program ; ( d ) rebates, chargebacks, administrative fees and disco unts ( or equivalent thereof ) to managed health care organizations, group purchasing organiz ations, insurers, pharmacy benefit managers ( or equivalent thereof ), specialty pharmacy providers, governmental authorities, or their agencies or purchasers, reimbursers, or trade customers, as wel l as amounts owed to patients through co - pay assistance cards or similar forms of rebate to the extent the latter are directly related to the presc ribing of Licensed Product ; ( e ) outbound freight, shipment, insurance and other dis tribution costs to the extent included in the invoiced price and separately itemized on the invoi ce ; ( f ) retroactive price reductions, credits or allowances actually granted upon claims, rejections or returns of Licensed Product, including for recalls or damaged or expired goods, billing errors and reserves for returns ; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omit ted and filed separately with the Securities and Exchange C ommission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended