definiens: means with respect to any Lice nsed Product, the gross amounts invoiced by CELGENE, its Affiliates and Sublicensees ( each, a ) to Third Party customers for sales of such Licensed Product, less the following deductions act ually incurred, allowed, paid, or accrued, or speci fically allocated in its financial statements in accordance with ( as applicable to the Selling Party ) Accounti ng Principles, for : ( a ) discounts ( including trade, quantity and cas h discounts ) actually allowed, cash and non - cash coupons, retroactive price reductions, and cha rge - back payments and rebates granted to any Third Party ( including to governmental entities or agencies, pu rchasers, reimbursers, customers, distributors, who lesalers, and group purchasing and managed care organizations or entities ( and other similar entities and instit utions ) ) ; ( b ) credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously so ld ( including Licensed Product returned in connecti on with recalls or withdrawals ) and amounts written off by reason of uncollectible debt, provided that if the debt is thereafter paid, the corresponding amount shall be added to the Net Sales of the period during which i t is paid ; 11 ( c ) rebates ( or their equivalent ), administrativ e fees, chargebacks and retroactive price adjustments and any other similar allowances grante d by a Selling Party ( including to governmental aut horities, purchasers, reimburses, customers, distributors, wh olesalers, and managed care organizations and entit ies ( and other similar entities and institutions ) ) which eff ectively reduce the selling price or gross sales of the Licensed Product ; ( d ) insurance, customs charges, freight, postage, shipping, handling, and other transportation costs incurred by a Selling Party in shipping Licensed Product to a Third Party ; ( e ) import taxes, export taxes, excise taxes ( in cluding annual fees due under Section 9008 of the United States Patient Protection and Afforda ble Care Act of 2010 ( Pub . L. No . 111 - 48 ) and other comparable Laws ), sales taxes, value - added taxes, c onsumption taxes, duties or other taxes levied on, absorbed, determined and/or imposed with respect to such sale s ( excluding income or net profit taxes or franchis e taxes of any kind ) ; and ( f ) reasonable discounts due to factoring of rec eivables that are incurred consistent with its other pharmaceutical products of like character in a given country