definiens: means, with respect to a Licensed Product commencing with its First Commercial Sale, thegross amounts invoiced on sales of the Licensed Product by or on behalf of [COMPANY] ( directly or through any of itsAffiliates or Third Party sublicensees ) to a Third Party purchaser for end use in an arms - length transaction, less thefollowing customary deductions, determined in accordance with Accounting Standards and standard internal policiesand procedures consistently applied throughout the organization of the party recording such sales to calculate revenuefor financial reporting purposes, to the extent specifically and solely allocated to the sale of such Licensed Product tosuch purchaser and actually taken, paid, accrued, allowed, included, or allocated based on good faith estimate:(a ) normal and customary trade, cash and/or quantity discounts, allowances, wholesaler andpharmacy fees, and credits allowed or paid, in the form of deductions actually allowed or actuallypaid with respect to sales of such Licensed Product ( to the extent not already reflected in theamount invoiced ) excluding commissions for commercialization;(b ) excise Taxes, use Taxes, tariffs, sales Taxes and customs duties, and/or othergovernment charges imposed on the sale of such Product to the extent included in the price andseparately itemized on the invoice price ( but specifically excluding, for clarity, any income Taxesassessed against the income arising from such sale ) ( including VAT, but only to the extent thatsuch VAT Taxes are not reimbursable or refundable);(c ) outbound freight, shipment and insurance costs to the extent included in the price andseparately itemized on the invoice price ; Page 17 of 87(d ) compulsory payments and cash rebates imposed on sales of such Licensed Product paidto a Governmental Authority ( or agent thereof ) pursuant to Applicable Law by reason of anynational or local health insurance program or similar program, including fees levied by aGovernmental Authority as a result of Applicable Law such as by the U.S. Internal RevenueService pursuant to the U.S. Affordable Care Act;(e ) retroactive price reductions, credits or allowances actually granted upon rejections orreturns of such Licensed Product, including for recalls or damaged goods and billing errors, andwrite - offs for bad debts;(f ) rebates, charge backs and discounts ( or equivalents thereof ) actually granted to managedhealth care organizations, pharmacy benefit managers ( or equivalents thereof ), federal, state / provincial, local or other Government Authorities, or their agencies or purchasers, reimbursers, or trade customers ; and(g ) amounts payable to patients through co - pay assistance cards or similar forms of rebatedirectly related to the prescribing of such Licensed Product