definiens: means with respect to a Licensed Produc t, the gross amount invoiced for sales of such Licensed Product in bona fide arm ’s length sales by Lorus and/or its Sublicensees, to Third Parties, c ommencing with the First Commercial Sale of such Licensed Pro duct, less the following deductions from such gross amounts which are actually incurred, allowed, accrued by Lo rus or its Sublicensees and specifically allocated to the sale of Licensed Product, in each case only to the extent r easonable and customary in the pharmaceutical indus try : ( a ) credits, price adjustments or allowances for damage d Licensed Products, returns or rejections of Licensed Product ; ( b ) reasonable, normal and customary trade, cash and qu antity discounts, allowances and credits ( other than price discounts granted at the time of invoicing which have already been included in the g ross amount invoiced ) ; ( c ) charge back payments and rebates actually granted t o group purchasing organizations, managed health care organizations or to federal, state / prov incial, local and other governments, including thei r agencies, or to trade customers ; 2 ( d ) any invoiced freight, postage, shipping, insurance and other transportation charges ; and ( e ) sales, value - added ( to the extent not refundable in accordance with applicable law ), and excise taxes, tariffs and duties, and other taxes directly related to the sale ( but not including taxes asses sed against the income or profits derived from such sale).Where ( i ) the consideration for Licensed Product transferred to Third Parties includes any non - cash element, or ( ii ) Lice nsed Product is transferred by Lorus or a Sublicens ee, in any manner other than an invoiced sale, the Net Sales a pplicable to any such transaction shall be the fair market value for the applicable quantity of the Licensed Product for the period in question in the applicable count ry of the Territory