definiens: mean the amount of gross sales of product to Thir d Parties [ * * * ], less the following deductions : ( a ) Quantity, trade, cash and other discounts actually allowed or given by [COMPANY] ; ( b ) Discounts, replacements, credits, refunds and allow ances actually allowed or given by [COMPANY] for product returns or rejections or indigent patient a nd similar programs ; ( c ) Rebates, chargebacks and price adjustments actually allowed or given by [COMPANY] to customers ; ( d ) Actual write - offs of uncollectible amounts receivab le by [COMPANY] ; provided, however, that if any such amount is in fact subsequently received by Xce l, such received amount will be included in the cal culation of Net Sales ; ( e ) Import, export, excise, sales or use taxes, value a dded taxes, and other taxes, tariffs or duties levied, absorbed or directly imposed and properly a llocable to product sales ( in any event excluding t axes on the income of [COMPANY] ) ; and ( f ) Freight, postage, shipping, insurance, and packagin g costs and other outbound transportation charges to the extent included in the invoiced amou nt ; CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR THE RED ACTED PORTIONS OF THE AGREEMENT THAT ARE MARKED WITH ASTERISKS AND BRACKE TS ( [ * * * ] ) . A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORT IONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE C OMMISSION