definiens: means the gross amounts invoiced and received by Naia, its Aﬃliates, or Sublicensees for allsales or transfers of any Licensed Product ( including, for the purposes of Net Sales, any product containing a BackupMolecule deemed the in accordance with Section 2.5 ) to Third Parties during the applicable RoyaltyTerm for such Licensed Product, less the following amounts to the extent actually incurred or paid by Naia, its Aﬃliates, orSublicensees with respect to such sales or transfers:(a)trade, cash and quantity discounts, charge backs or rebates actually allowed or taken, including discounts or rebates to governmental ; wholesalers and other distributors;pharmacies and other retailers ; buying groups ; health care insurance carriers ; pharmacy beneﬁt management companies;regulatory authorities ; Third Parties associated with patient assistance programs ; or managed care organizations;(b)credits or allowances actually given or made for rejection of, or return of previously soldLicensed Products;(c)any charges for insurance, freight, and other transportation costs directly related to thedelivery of Licensed Product to the extent included in the gross invoiced price;(d)any tax, tariﬀ, duty or governmental charge levied on the sales, transfer, transportation ordelivery of the Licensed Product ( including any tax such as a value added or similar tax or government charge ) borne by theseller thereof, other than franchise or income tax of any kind whatsoever;(e)any import or export duties or their equivalent borne by the seller ; and(f)wholesaler, distributor, and inventory management fees