definiens: shall mean the amount expressed in Dollars, billed in each country within Novacea Territory by Novacea, an Affiliate or any Novacea permitted sublicensee in such country for sales of Licensed Product and/or Improvements ( collectively for purposes of this definition ) to a Third Party, less the following to the extent not paid or reimbursed by the Third Party : ( a ) discounts ( including cash discounts and quantity discounts ), retroactive price reductions, charge - back payments and rebates granted to managed health care organizations or to federal, state and local government s, their agencies, and purchasers and reimbursers or to trade customers ; 36 ( b ) credits or allowances accrued for claims, damaged goods, rejections or returns of such Products, including Products returned in connection with recalls or withdrawals, as such items are periodically adjusted in accordance with GAAP ; ( c ) shipping and insurance charges to the extent ( i ) relating solely to the delivery of Products to a Third Party, and ( ii ) included on the invoice and charged separately to the Third Party ; and ( d ) taxes or duties levied on, absorbed or otherwise imposed directly on the sale or use of such Products, including value - added taxes, or other goverrunental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds