definiens: means the gross amounts invoiced on sales of a Product by JBI or any of its Affiliates or sublicensees toa Third Party purchaser in an arms - length transaction, less the following customary deductions, determined inaccordance with US generally accepted accounting principles and standard internal policies and procedures andaccounting standards consistently applied throughout Johnson & Johnson, to the extent specifically and solelyallocated to such Product and actually taken, paid, accrued, allowed, included or allocated based on good faithestimates in the gross sales prices with respect to such sales ( and consistently applied as set forth below):a)normal and customary trade, cash and/or quantity discounts, allowances, and credits allowed or paid, in the form of deductions actually allowed or fees actually paid with respect to sales of such Product(to the extent not already reflected in the amount invoiced ) excluding commissions forcommercialization ; 73CONFIDENTIALb)excise taxes, use taxes, tariffs, sales taxes and customs duties, and/or other government chargesimposed on the sale of Product to the extent included in the price and separately itemized on theinvoice price ( but specifically excluding, for clarity, any income taxes assessed against the incomearising from such sale ) ( including VAT, but only to the extent that such VAT taxes are notreimbursable or refundable);c)outbound freight, shipment and insurance costs to the extent included in the price and separatelyitemized on the invoice price;d)compulsory payments and cash rebates related to the sales of such Product paid to a GovernmentalAuthority ( or agent thereof ) pursuant to governmental regulations by reason of any national or localhealth insurance program or similar program, to the extent allowed and taken ; including Governmentlevied fees as a result of Healthcare Reform policiese)retroactive price reductions, credits or allowances actually granted upon rejections or returns ofProduct, including for recalls or damaged good and billing errors ; andf)rebates, chargebacks, and discounts ( or equivalent thereof ) actually granted to managed health careorganizations, pharmacy benefit managers ( or equivalent thereof ), federal, state / provincial, local orother governments, or their agencies or purchasers, reimbursers, or trade customers