definiens: means, with respect to any Product, the gross amounts invoiced and/or received by [COMPANY], itsAffiliates and its respective sublicensees for sales of such Product to unaffiliated Third Parties, less the followingdeductions, to the extent reasonable and customary, provided to unaffiliated entities and actually allowed and takenwith respect to such sales:(a ) cash, trade or quantity discounts, charge - back payments, and rebates actually granted to tradecustomers, managed health care organizations, pharmaceutical benefit managers, group purchasingorganizations and national, state, or local government;(b ) credits, rebates or allowances actually allowed upon prompt payment or on account of claims, damagedgoods, rejections or returns of such Product, including in connection with recalls, and the actual amount of anywrite - offs for bad debt ( provided that an amount subsequently recovered will be treated as Net Sales);(c ) packaging, freight, postage, shipping, transportation, warehousing, handling and insurance charges, ineach case actually allowed or paid for delivery of such Product, and any customary payments with respect to theProducts actually made to wholesalers or other distributors, in each case actually allowed or paid for distributionand delivery of Product, to the extent billed or recognized ; and(d ) taxes ( other than income taxes ), duties, tariffs, mandated contribution or other governmental chargeslevied on the sale of such Product, including VAT, excise taxes, sales taxes and annual fees paid pursuant tothe Patient Protection and Affordable Care Act ( ), provided that such ACA annual fees shall be reasonablyallocable to the Product