definiens: means the gross amount invoiced for sales of [COMPANY] ZF Product(s ), in arm ’s length sales by [COMPANY] or itsAffiliates or Sublicensees to Third Parties ( ), less:(a ) Normal and customary trade, cash and quantity discounts actually given, coupons actually taken, credits, priceadjustments or allowances for damaged [COMPANY] ZF Products, returns or rejections of [COMPANY] ZF Products;(b ) Adjustments, allowances, credits, fees, reimbursements, chargeback payments and rebates ( or the equivalentthereof ) for the [COMPANY] ZF Products granted to group purchasing organisations or other buying groups, managed health careorganisations, pharmacy benefit management companies, health maintenance organisations and any other providers of healthinsurance coverage, health care institutions ( including hospitals ) or other health care organisations, Third Party health careadministrators or patient assistance or other similar programs, or to federal, state / provincial, local and other governments, including their agencies, or to wholesalers, distributors or other trade customers;(c ) Reasonable and customary freight, shipping insurance and other transportation expenses, each directly related tothe sale of the [COMPANY] ZF Products ( if actually borne by [COMPANY], its Affiliates or Sublicensees without reimbursement from anyThird Party);(d ) Distribution commissions / fees paid or payable to any Third Party providing distribution services to [COMPANY], itsAffiliates, or Sublicensees;(e ) Sales or excise taxes, tariffs and duties, including, without limitation, VAT and U.S. sales tax, and all other taxesand government charges related to the sale of [COMPANY] ZF Product, in each case to the extent that each such item is actually borneby [COMPANY], its Affiliates, Sublicensees or distributors without reimbursement from any Third Party ( but excluding taxes properlyassessed or assessable against the income derived by [COMPANY] or its Affiliates from such sale);(f ) Actual bad debt expense ( but not exceeding [ * * * ] of Net Sales ) ; and(g ) Any item substantially similar in character or substance to any of the foregoing, which is permitted by US GAAPprevailing at the time and customary in the pharmaceutical industry at the time