definiens: means the gross amount invoiced for the Licensed Product sold by [COMPANY] or itsAffiliate or its sublicensees ( including any further sublicensees ) less : ( a)transportation charges or allowances, if any included in such price ; ( b)trade, quantity or cash discounts, service allowances and broker 's or agent'scommissions, but not salaries, commissions, bonuses or other incentive pay to in - housesales or other personnel, if any, allowed or paid ; ( c)credits or allowances, if any, given or made on account of price adjustments, returns, baddebts, off - invoice promotional discounts, rebates, and any or all federal, state or localgovernment rebates whether in existence now or enacted at any time during the term ofthe Agreement ( e.g., HCFA or Medicaid rebates ), recalls, or destruction requested ormade by an appropriate government agency ; and ( d)any tax, excise of governmental charge upon or measured by the sale, transportation, delivery or use of the Licensed Product;provided, however, that in no event shall Net Sales of the Licensed Product be less than eightypercent ( 80 % ) of gross amount invoiced for the Licensed Product