definiens: means gross sales of the Product by Empire, by an y Affiliates of Empire, or by any sublicensees of Empire, to unrelated third parties, in arm ’s length transactions, including, but not l imited to, pharmaceutical wholesalers, managed healthcare orga nizations, pharmacies, hospitals or dispensing phys icians, less any of the following charges or expenses that are incurred in connection with gross sales of the Product to such entities / persons during the Term : ( a ) discounts, including cash discounts, customary trade allowances or rebates actually taken, governmental rebates, chargebacks, commissions, and group purchasing management fees for formulary access ; ( b ) credits or allowances given or made for rejecti on, recall or return of previously sold Product actually taken ; ( c ) any tax or government charge, duty or assessmen t ( including any tax such as a value added or similar tax or government charge ) levied on the sale, transportation or delivery of Product when included on the invoice or other written document b etween the parties as payable by the purchaser and collectable by Empire, its Affiliate or sub - license e ; and ( d ) freight, postage, transportation, insurance and duties on shipment of Product when included on the invoice or other written document between th e parties as payable by the purchaser and collectab le by Empire, its Affiliates or sublicensees