definiens: means the gross amount billed or invoiced by TREKtx, its Affiliates and their Licensees, assigne es, and any other Third Party to which TREKtx grants rights with respect to the Research, Development, Manufacturing, and Commercialization o f an Assigned Compound ( including by assignment of the Assigned P atents or Assigned Know - How ) ( collectively referred to as the ) on sales of any Product to a Third Party, less Permitted Deductions determined under United States generally accepted accounting princip les . means the following ; ( a ) customary transportation charges relating to such Product, including handling charges, outbound freight, shipment and insurance premiums relating thereto ; ( b ) sales taxes, excise taxes, use taxes, tariffs and duties paid by and not refunded to the Seller and directly related to sale of such Product, and any other equivalent governmental charges imposed upon the importation, use or sale of such Product, but excluding income and similar taxes ; ( c ) government - mandated deductions and other rebates ( notably but not limited to those in respect of any state or federal Medicare, Medicaid or similar programs ), clawbacks or other forms of payment to any governmental authority or agency and payments or accruals made with respect to any national or local health insurance program, including government fees levied as a result of health care reform policies such as the branded prescription drug fee of the Affordable Care Act ; ( d ) customary trade, quantity and cash discounts, allowances and credits allowed or paid in the form of deductions actually allowed or fees actually paid with respect to sales of such Product ( to the extent not already reflected in the amount invoiced ) ; ( e ) allowances or credits to customers on account of retrospective price reductions, rejections or returns of Product, including billing errors ; and ( f ) customary rebates, charge backs and discounts ( or equivalent thereof ) actually granted for such Product including those customarily granted to managed care entities or organizations, pharmacy benefit managers ( or equivalent thereof ), federal, Page 5 of 23 state / provincial, local or other governments or t heir agencies or purchasers, reimbursers or trade customers