definiens: means, with respect to a Licensed Product in a country in the Territory, the gross amount invoiced for sale or otherdisposition of such Licensed Product in such country by Context or its Affiliates or Sublicensees to Third Parties ( including distributors, resellers, wholesalers and end users ), less the following deductions to the extent that such amounts are incurred, allowed, paid or accrued andattributable to actual sales of the Licensed Product:(a ) trade discounts, including trade, cash and quantity discounts or rebates, credits or refunds ( including inventory management fees, discounts or credits);(b ) amounts repaid, rebated, credited or charged - back or allowances or credits actually granted upon claims, returns or rejections of theLicensed Product, including defects, damaged goods, short - dated products, return goods allowance, or recalls, regardless of the partyrequesting such recall;(c ) bad debts ; provided, that the amount of any bad debts deducted and collected in a subsequent Calendar Quarter shall be included inNet Sales for such subsequent Calendar Quarter;(d ) charges included in the gross sales price for freight, insurance, transportation, postage, handling and any other charges relating tothe sale, transportation, delivery or return of the Licensed Product;(e ) taxes, duties, levies and any other governmental charges ( including goods and services tax or similar taxes ) actually paid inconnection with the transportation, distribution, use or sale of the Licensed Product ( but excluding what are commonly known as incometaxes);(f ) rebates and chargebacks or retroactive price reductions made to federal, state or local governments ( or their agencies ), includinggovernment levied fees as a result of healthcare reform policies ( including annual fees due under § 9008 of the United States PatientProtection and Affordable Care Act of 2010 ( Pub . L