definiens: . Net Sales means the gr oss amount invoiced by [COMPANY] or its Affiliates ( or, with respect to Section 11.6 .3, Momenta, its Affiliates and/or sublicensees ) to Third Parties ( whether an e nd - user, a distributor or otherwise ) for sales of the Product, less : ( a ) the total value ( to the extent actually allowed and taken directly with respect to such sales, as reflected in the amount invoiced ) of trade, cash and quantity di scounts and/or rebates, allowances, credits and charge backs, discounts in kind and/or other forms of consideration offered as inducements for the purcha se of such Product, and/or required payments, including, without limitation, f rom ( i ) managed health care organizations, ( ii ) federal, state or local governm ental agency programs ( including Medicare and Medicaid or other similar p rograms in countries outside the U.S. Territory ), their agencies and purchasers and reimbursers, and ( iii ) wholesalers and chain pharmacy buying groups and an y other trade customers ; and ( b ) any credits or allowances booked on account of shelfstock and other price adjustments, rejections or returns of Products prev iously sold ; and ( c ) taxes, customs charges, duties and any other governmental charges, levied on, absorbed, or otherwise imposed on the production, importation, transportation, use or sale of the Product ( excluding national, state or local taxes based on income ) ; and ( d ) any Product recall costs, including Manufacturi ng Costs, costs of Product destruction and out - of - pocket administrative costs, that are not identifiable as being ( x ) the fault of the [COMPANY] Parties ( in which case [COMPANY] shall be responsible for such costs ) or ( y ) the fault of Mom enta ( in which case Momenta shall be responsible for such costs )