definiens: means the gross amount invoiced by LICENSEE, AFFILIATE and/or any Sublicensee for the SALEof LICENSED PRODUCTS to a third party less : ( i ) normal and customary trade, cash and other discountsactually granted ; ( ii ) charge back payments and rebates granted to managed health care organizations or tofederal, state and local governments, their agencies and purchasers ; ( iii ) commercially reasonable andcustomary fees paid to distributors ( other than AFFILIATES ) that are included in the gross invoiced amount;(iv)credits or allowances actually granted for rejections or returns of LICENSED PRODUCTS, including recalls ( notto exceed the original invoiced amount ) ; ( v ) sales or similar taxes, including without limitation, value addedtaxes or other governmental charges which are included in the invoiced amount ; and ( vi ) freight, postage, shipping, customs duties and insurance charges for packaging which are included in the invoiced amount, all asrecorded by LICENSEE in LICENSEE ’s official books and records in accordance with generally acceptedaccounting practices and consistent with LICENSEE ’s published financial statements and/or regulatory filingswith the United States Securities and Exchange Commission, or as reported by any Sublicensee to Licensee incompliance with the terms of the relevant sublicense, as applicable . For the avoidance of doubt, sales andtransfers among Licensee and its Sublicensees ( for example, transfer of finished drug product from Licensee toa Sublicensee for commercial distribution ) of Licensed Products intended for ultimate sale to third parties shallbe disregarded for purposes of computing Net Sales