definiens: . Net Sales means the gross amount invoiced by either Party or their respective Affiliates andSublicensees for the sale of Licensed Compounds, Licensed Products and Licensed Product Biomarkers in the LicensedTerritory, less any of the following applicable deductions related to such sale and, except in the case of ( e ), included in theinvoiced amounts:(a ) normal, customary trade discounts ( including volume discounts ), credits, chargebacks, reductions, and rebates, and allowances and adjustments for rejections, recalls, outdated products, returns, in each event whether voluntary orrequired;(b ) freight, shipping, insurance, sales, use, excise, value - added and similar customs, taxes, tariffs or duties imposedon such sale, transfer, or other disposition;(c ) credits actually given or allowances actually made for wastage replacement, Medicare / Medicaid rebates, indigent patient and similar programs to provide Licensed Compound, Licensed Product or Licensed Product Biomarkeron a no - profit or at - cost basis, to the extent actually deducted from the gross amount invoiced and either not required tobe paid by, or refunded to, the customer or other payor;(d ) amounts repaid or credits taken by reason of rejections, defects or returns or because of retroactive pricereductions ( to be clear, other than retroactive price reductions granted as part of any collections efforts or to resolveuncollectible accounts ) or due to recalls or government laws or regulations requiring rebates;(e ) an allowance for bad debt and uncollectible accounts, not to exceed [ * * ] percent ( [ * * ] % ) of the gross amountinvoiced and not to exceed the amount of the allowance actually used by the invoicing entity to account for bad debtand uncollectible accounts with respect to such invoiced amounts to prepare the invoicing entity ’s audited financialstatements for financial reporting purposes