definiens: means the gross amounts invoiced on sales, or gro ss operating revenues earned for othercommercial dispositions, of a Product by Company or any Company Sublicensee to a Third Party purchaser that isnot a Company Sublicensee in an arms - length transac tion, less the following customary deductions, dete rmined inaccordance with Accounting Standards, to the extent specifically and solely allocated to such Product and actuallytaken, paid, accrued, allowed, included or allocate d based on good faith estimates in the gross sales prices withrespect to such sales ( and consistently applied as set forth below):(a ) normal and customary trade, cash and/or quantit y discounts, allowances, and credits allowed or pai d, inthe form of deductions actually allowed or fees act ually paid with respect to sales of such Product ( t o the extent notalready reflected in the amount invoiced ) excluding commissions for commercialization;(b ) excise taxes, use taxes, tariffs, sales taxes a nd customs duties, and/or other government chargesimposed on the sale of Product to the extent includ ed in the price and separately itemized on the invo ice price ( butspecifically excluding, for clarity, any income tax es assessed against the income arising from such sa le ) ( includingVAT, but only to the extent that such VAT taxes are not reimbursable or refundable);(c ) outbound freight, shipment and insurance costs to the extent included in the price and separatelyitemized on the invoice price ; * * * Confidential Treatment Requested 8Execution Copy ( d ) compulsory payments and cash rebates related to the sales of such Product paid to a governmentalauthority ( or agent thereof ) pursuant to Applicable Laws by reason of any national or local health ins urance program orsimilar program, to the extent allowed and taken ; i ncluding government levied fees as a result of heal thcare reformpolicies;(e ) retroactive price reductions, credits or allowa nces actually granted upon rejections or returns of Product, including for recalls or damaged good and billing e rrors ; and(f ) rebates, chargebacks, and discounts ( or equival ent thereof ) actually granted to managed health car eorganizations, pharmacy benefit managers ( or equiva lent thereof ), federal, state / provincial, local or othergovernments, or their agencies or purchasers, reimb ursers, or trade customers