definiens: shall mean the gross amount invoiced by [COMPANY], its Affiliates and/or its sublicensees on sales orother dispositions ( excluding sales or dispositions for use in clinical trials or other scientific testing, or other similarcases for which [COMPANY], its Affiliates and/or its sublicensees receive no revenue ) of the Licensed Product to unrelatedThird Parties, less the following deductions : ( a ) Trade, cash and quantity discounts actually allowed and taken directly with respect to such sales or otherdispositions ; ( b ) Tariffs, duties, excises, sales taxes or other taxes imposed upon and paid directly with respect to the delivery, sale or use of the Licensed Product and-13- included and separately stated in the applicable invoice ( excluding national, state or local taxes based on income ) ; ( c ) Amounts repaid or credited by reason of rejections, defects, recalls or returns or because of reasonable andcustomary chargebacks, refunds, rebates ( including rebates to managed care organizations or social and welfaresystems ) or retroactive price reductions ( including any discounts granted later than at the time of invoicing ), governmentmandated rebates and similar types of rebates ( e.g., Pharmaceutical Price Regulation Scheme and Medicaid, and withrespect to any Net Sales in Japan, any sales - based contribution for and any sales - basedcontribution for in the amount determined by and payable to thePharmaceuticals and Medical Devices Agency ( so - called ) each as consistently applied by [COMPANY] to itsproducts ), or cash sales incentives, or deductions for items of a nature or substance similar to that of the foregoingdeductions in this clause ( c ) that may become customary ; ( d ) Amounts previously included in Net Sales of such Licensed Products that are written - off by [COMPANY] asuncollectible in accordance with [COMPANY] ’s standard practices for writing off uncollectible amounts consistently applied;provided that if any such written - off amounts are subsequently collected, such collected amounts shall be included inNet Sales in the period in which they are subsequently collected ; and ( e ) Postage charges, shipping materials, freight, insurance and other transportation charges incurred in shippingsuch Licensed Product to Third Parties, included and separately stated in the applicable invoice