definiens: means, with respect to sales of a Product, the gross amount invoiced by Parent or itsAffiliates to unaffiliated third parties purchasing a Product ( including, but not limited to, any royaltypayments, up - front payments, licensing fees, milestone payments and other consideration paid to Parent orits Affiliates with respect to a Product ( whether such payments, fees and other consideration were receivedby Parent or its Affiliates prior to, or after, the First Commercial Sale ) ), less the following items : ( i ) trade, cash, quantity and promotional discounts which effectively reduce the net selling price ; ( ii ) excise, sales, value added or other taxes imposed upon and paid with respect to such sales(excluding taxes based on income ) ; ( iii ) freight, insurance and other transportation charges reasonably incurred in shipping the Productto third parties and included in the amount8invoiced to such third parties and amounts repaid or credited by reason of rejections, defects, recalls orreturns or retroactive price reductions ; ( iv ) all shelf stock adjustments, charge back payments, discounts and rebates ( whether mandatedor otherwise ) granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers including, but not limited to, wholesalers and chain and pharmacy buying groups and charge back payments, discounts and rebates(whether mandated or otherwise ) charged by national or local government ; ( v ) accounts receivable or other bad debt write - offs or reductions resulting from a purchaser failingto pay all or any portion of an invoice ; and ( vi ) if Parent or its Affiliates are marketing a Product, ten percent ( 10 % ) of the Net Sales amountdetermined after the reductions in ( i ) – ( v ) above, for marketing expenses