definiens: . Net Sales shall mean the gross amount invoiced by [COMPANY], and its Affiliates with respect to the Profit - Share Territory and shall mean the gross amount invoiced by [COMPANY] and its Related Parties with respect to the Royalty Territory, in each case on sales or other dispositions ( excluding sales or dispositions for use in clinical trials, other scientific testing, or as samples, or as part of compassionate use, patient assistance, named patient or test marketing program or any similar program or study, or other similar cases, in each case for which [COMPANY] or its Related Parties receive no revenue ) of Licensed Product to Third Parties, less the following deductions : ( a ) Trade, cash and quantity discounts and allowances actually allowed and taken directly with respect to such sales or other dispositions ; ( b ) Tariffs, duties, excises, sales taxes, value - added or other taxes or governmental charges imposed upon and paid directly with respect to the delivery, sale or use of Licensed Product ( 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 and customary chargebacks, refunds, rebates ( including rebates to managed care organizations, group purchasing organizations, pharmacy benefit management companies, health maintenance organizations, healthcare institutions, other buying groups or providers of healthcare or social and welfare systems, or in connection with patient assistance or similar programs ) or retroactive price reductions ( including any discounts granted later than at the time of invoicing ), government mandated rebates and similar types of rebates ( e.g., Pharmaceutical Price Regulation Scheme and Medicaid, or wholesalers, distributors and other trade customers ), or cash sales incentives, or deductions for items of a nature or substance similar to that of the foregoing deductions in this clause ( c ) that may become customary ; ( d ) [ Distribution commissions and fees payable to Third Party wholesalers for distribution of Licensed Product ] * ; -14-'Confidential Treatment Requested . Omitted portions filed separately with the Commission