definiens: means the amount invoiced or otherwise billed by Licensee or its Affiliates or sublicensees ( the ) for sales of Licensed Products to a Third Party purchaser, less the following ( collectively, ): ( a ) discounts given or accrued on Licensed Products, including cash, trade and quantity discounts, pricereduction or incentive programs ( including sales coupons and co - payment programs ), retroactive priceadjustments with respect to sales of such Licensed Products, and charge - back payments;(b ) credits, refunds, returns or allowances allowed, accrued, paid, received or given, including credits, allowances, discounts and rebates to, and chargebacks from the account of customers for nonconforming, damaged, rejected, out - dated and returned, withdrawn or recalled Licensed Products or on account of retroactiveprice reductions affecting the Licensed Products;(c ) rebates, reimbursements, administrative fees or similar allowances granted or accrued to managed healthcare organizations or to federal, state and local governments in the Territory or any other organization that utilizesany governmental discount program with respect to the Licensed Products;(d ) freight, postage, shipping and insurance charges allowed, accrued or paid for delivery of LicensedProducts, to the extent billed as a separate line item by the Selling Party to the Third Party purchaser ; and(e ) taxes, duties or other governmental charges imposed on the sale of Licensed Products and actually paidor accrued by the Selling Party ( as adjusted for rebates and refunds, but specifically excluding taxes based onnet income of the Selling Party ), to the extent billed as a separate line item by the Selling Party to the Third Partypurchaser;provided that all of the foregoing deductions shall be calculated in accordance with then - current generally acceptedaccounting principles in the Unites States, consistently applied during the applicable calculation period throughout theSelling Party ’s organization ( ) . To the extent that Net Sales Deductions are based on estimates, suchestimates will be adjusted to actual -7-[***]Confidential Information, indicated by [ * * * ], has been omitted by this filing and filed separately with the Securitiesand Exchange Commission.on a periodic basis . Notwithstanding the foregoing, the supply of the Licensed Product for ( a ) samples, ( b ) charitabledonations or compassionate use, or ( c ) any clinical study materials used in any clinical study shall not be includedwithin the computation of Net Sales