definiens: shall mean the actual gross amount invoiced by BOEHRINGER or its Affiliate or itsSublicensee(s ) for sales or other commercial disposition of any Product to a Third Party customer ( includingRecognised Agents ) in the Territory, less the following deductions with respect to such sales : ( a)any rebates, quantity, trade and cash discounts, and other usual and customary discounts to customers ; ( b)compulsory payments and rebates, actually paid or deducted ; ( c)retroactive price reductions, credits or allowances actually granted upon rejections or returns of theProducts, including for recalls or damaged goods ; ( d)deductions for actual bad debts to the extent relating to the Product ; ( e)freight, postage, shipping and insurance charges actually allowed or paid for delivery of Products, to theextent included in the gross sales price ; ( f)sales taxes, excise taxes, use taxes, import / export duties or other governmental charges actually due orincurred with respect to such sales, including without limitation value - added taxes ; ( g)discounts and performance discounts to the extent that such discounts are associated with the Productstogether with other products of BOEHRINGER and its Affiliates, and to the extent that such discountscannot be attributed only to the Products . Such discounts and performance discounts will be allocated tothe Products on a reasonable pro rata basis ( based on the amount of the sales of products byBOEHRINGER and its Affiliates prior to discount ) ; and ( h)charge - back payments and rebates granted to managed health care organisations or to federal, state andlocal governments, their respective agencies, purchasers or reimbursers, all as incurred in the ordinary course of business in type and amount consistent with good industry practiceand determined in accordance with generally accepted accounting principles on a basis consistent withBOEHRINGER ’s audited consolidated financial statements . For sake of clarity and avoidance of doubt, salesby BOEHRINGER, its Affiliates or Sublicensees of the Product to Recognised Agents of such Product in agiven country shall be considered a sale to a Third Party customer . Product used for promotional oradvertising purposes or used for clinical or other research purposes and for donations shall not be included inNet Sales ; * Portions of this document marked with * * * * have been omitted pursuant to a request for confidential treatment submittedwith the SEC