definiens: shall mean the amount billed, invoiced or received ( whichever is first ) on first sales of any Product to non - Affiliate third - party customers by T HERAVANCE or by any Affiliate or sublicensee of THERAVANCE in the Territory, less : 2 ( a ) Customary trade, quantity, or cash discounts and no n - affiliated brokers ’ or agents ’ commissions actually allowed and taken, discounts, refunds, chargebacks, retroactive price adjustments, rebates, including but not limited to government mandated rebates, and any other allowances which effectively reduce the net selling price ; ( b ) Amounts repaid or credited by reason of rejections or return ; and/or ( c ) Any freight or other transportation costs, insuranc e charges, duties, tariffs and all sales and excise taxes based directly on sales or turnover or delivery or use of material produced under this Agreement and/or ( d ) Any other similar and customary deductions ( as defi ned and accepted by generally accepted accounting principles ( ) ), actually incurred