definiens: means the gross amount invoiced in arms - length transactions by a Related Party(ies ) from or on account of the sale ofLicensed Products less the sum of the following : ( a ) credits or allowances, if any, for price adjustments, recalls, claims, damaged goods, rejections or returns of items previouslysold ( including Licensed Product returned in connection with recalls or withdrawals ) and amounts written off by reason of uncollectible debt ( provided thatsuch amount ( i ) shall not exceed three percent ( 3 % ) of gross sales of Licensed Products, and ( ii ) if the debt is later paid, the corresponding amount shallbe added to the Net Sales of the period during which it is paid ) ; ( b ) import taxes, export taxes, excise taxes ( including annual fees due under Section 9008 of the United States PatientProtection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) ), sales taxes, value - added taxes, consumption taxes, duties or other taxes levied on, absorbed determined and/or imposed with respect to such sales ( excluding income or net profit taxes or franchise taxes of any kind ), to the extent notreimbursed by a non - Related Party ; ( c ) insurance, customs charges, freight, shipping and other transportation costs incurred in shipping Licensed Product to suchnon - Related Parties, to the extent not reimbursed by a non - Related Party ; ( d ) discounts ( including trade, quantity and cash discounts ), cash and non - cash coupons, retroactive price reductions, andcharge - back payments and rebates granted to any non - Related Party ( including to governmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and MCOs ( and other similar entities and institutions ) ) ; ( e ) rebates ( or their equivalent ), administrative fees, chargebacks and retroactive price adjustments and any other similarallowances granted to non - Related Parties ( including to Governmental Authorities, purchasers, reimbursers, customers, distributors, wholesalers, andMCOs ( and other similar entities and institutions ) ) which effectively reduce the selling price or gross sales of a Licensed Product ; ( f ) in the case where a Drug Delivery Device is sold with or for use with Product, either ( i ) in the case where a LicensedProduct is sold with the Drug Delivery Device ( i.e., not separately ), 150 % of the manufacturing cost for such Drug Delivery Device sold with suchLicensed Product or ( ii ) if such Drug Delivery Device is sold separately from the Licensed Product by a Related Party, the gross invoice price of suchDrug Delivery Device ; and ( g ) in the case where a Drug Delivery Device is sold with or for use with Product, the royalties actually paid to Third Parties inconnection with such sale of such Drug Delivery Device with or for use with such Licensed Product ( including royalties payable on sales of Product )