definiens: shall mean, with respect to a Product, the gross revenues invoiced by [COMPANY] or its Affiliates orsublicensees to Third Parties ( whether an end - user, a distributor or otherwise ) for sales of such Product within the Territory, less the following deductions, all as determined from the books and records of [COMPANY], its Affiliates or sublicensees ( or, in theevent Momenta Commercializes a Product as allowed for at Section 2.7(b ) or Section 10.6 herein, references to [COMPANY] hereinshall be replaced by ) maintained in accordance with the Accounting Standards : ( a ) customary trade and quantity discounts actually allowed and taken ; ( b ) amounts actually allowed or credited due to returns of Products previously sold as reflected inwritten invoices ( and not to exceed the original invoice amount ) ; ( c ) shipping, freight and insurance, to the extent separately invoiced and charged ; ( d ) credits, allowances and rebates actually given pursuant to federal, state and/or government - mandated programs, which require a manufacturer / distributor rebate ( including Medicare and Medicaid ) ; and ( e ) value added or import / export taxes, sales taxes, excise taxes or customs duties, to the extentapplicable to such sale, and included in the invoice in respect of such sale and actually paid