definiens: shall mean with respect to Combination Products : ( i ) [COMPANY] Net Sales of the Combination Product, less Cost - of - Goads Sold and Zonsgen 's reasonable out - of - pocket costs for patents and trademarks ; and/or ( ii ) royalties received by [COMPANY] ( or its successor in interest ) in connection with any license, distributorship, assigrunen1, transfer or other grant or conveyance of rights in or to the Combination Produce 1.3 shall mean the proceeds actually received by [COMPANY] ( or its successor in interest ) and/or its Affiliates on all sales ofa given product 10 an un­affiliated third party ( whether an end - user, a distributor or otherwise ), and exclu­sive of intercompany transfers or sales among [COMPANY] and its affiliates ( if any ), less the reasonable and customary deductions from such gross amounts for : ( i ) credits or allowances actually g!1lJ1ted for damaged goods, returns or rejections of product and retroactive price reductions ; ( ii)sales or similar taxes ( including duties or other governmental charges levied on, absorbed or otherwise imposed on the sale of product ) ; ( iii ) freight . postage, shipping, customs duties and insuranco charges to the extent included in the proceeds actually received from the cus­tomer ; and ( iv ) charge - back payments and rebates granted to managed health care organizations or to federal . state and local governments, their agencies, purchasers and reimbursers, or to trade customers, including without limitation wholesalers and chain and pharmacy buying groups