definiens: means the gross amount invoiced and received by Licensee or any Affiliate orSublicensee as a result of commercial sales of the Licensed Product(s ) to any person, entity or party that is not an Affiliate orSublicensee or Affiliate of Sublicensee, after deduction of all the following to the extent applicable to such sales : ( i ) all customary trade, case and quantity credits, discounts, refunds or rebates reflected in written documentation, including without limitation rebates accrued, incurred or paid to Federal Medicare and State Medicaid and any other pricereductions required by a United States or foreign governmental agency ; ( ii ) actual allowances or credits for returns, including without limitation amounts received for sales which become thesubject of a subsequent temporary or partial recall by a regulatory agency for safety or efficacy reasons outside the control ofLicensee, and retroactive price reductions ( including Medicaid, managed care and similar types of rebates ) to the extent that eachis included in Licensee ’s, an Affiliate ’s and/or a Sublicensee ’s billings, provided, however, that amounts set aside for temporaryrecalls are added back to Net Commercial Sales should the temporary recall be cancelled ; ( iii ) cost of freight, postage, and freight insurance, ( if paid by seller ) to the extent that each is included in Licensee ’s, anAffiliate ’s and/or a Sublicensee ’s billings ; ( iv ) sales taxes, value added taxes, excise taxes, and customs duties directly imposed and with reference to particular sales ; ( v ) reasonable and customary sales commissions to non - employees of Licensee reflected in written documentation ; and ( vi ) cost of export and/or import licenses and any taxes, fees or other charges associated with the exportation or importationof Licensed Products