definiens: . Net Sales means the gross amounts billed or invoiced by [COMPANY], its Affiliates or Sublicenseesto non - Sublicensee Third Parties for Licensed Products in the Territory, less the following deductions taken reasonably inaccordance with the customary practices of [COMPANY], its Affiliates or Sublicensees, as applicable ( provided that such practicesare consistent with pharmaceutical industry standards ): ( a ) actual bad debts written off as uncollectible by [COMPANY], its Affiliates or Sublicensees ; ( b ) trade, quantity and cash discounts actually paid or granted ; 7 ( c ) refunds, chargebacks, allowances and other adjustments actually paid or granted that effectivelyreduce the net selling price ; ( d ) rebates, product returns, credits, allowances, reimbursements and other adjustments actually paid orgranted to customers in the ordinary course of business, including, without limitation, adjustments granted on account of priceadjustments, billing errors, rejected goods, damaged or defective goods, and recalls ; ( e ) rebates actually paid or granted to any Governmental Authority ( or branch thereof ) or to any ThirdParty payor, administrator or contractee ; ( f ) rebates, credits, chargeback and prime vendor rebates, fees, reimbursements or similar payments orcredits actually paid or granted to wholesalers and other distributors, buying groups, health care insurance carriers, pharmacybenefit management companies, health maintenance organizations or other institutions or health care organizations, and pricereductions / adjustments required by law, regulations or contract ; ( g ) transportation, freight and postage charges applicable to delivery of Licensed Products to a non - Sublicensee Third Party and other charges, such as insurance, relating thereto, in each case to the extent not reimbursed toOtsuka by a non - Sublicensee Third Party ; and ( h ) taxes ( including, without limitation, excise taxes, sales taxes and VAT ), tariffs, customs duties, excises or other governmental charges upon or measured by the production, sale, transportation, delivery, import, export oruse of goods, in each case to the extent not reimbursed to [COMPANY] by a non - Sublicensee Third Party, and excluding incometaxes, withholding taxes and similar taxes