definiens: shall mean, with respect to a particular time period, the aggregate gross sales invoiced by [COMPANY] and its Affiliates for Licensed Products sold directly by [COMPANY] and its Affiliates to a Third Party ( including, without limitation, any Third Party that is a distributor of [COMPANY] and its Affiliates in any country within the Territory ) during such time period, less : ( i ) discounts, including cash and quantity discounts, charge ~ back payments and rebates granted to managed health care organizations or to domestic and foreign governments ( including any subdivision thereof ), their agencies, purchasers and reimbursers or to trade customers, in each case to the extent actually allowed in amounts customary in the trade ; ( ll ) credits or allowances actually granted upon returns of damaged, spoiled or Non - Conforming ( as defined in the Supply Agreement ) units of Licensed Products or upon recalls of units of Licensed Products, in each case in amounts customary in the trade ; ( iii ) freight, postage, shipping, transportation and insurance charges actually allowed or paid by [COMPANY] or any of its Affiliates for delivery of Licensed Products sold by [COMPANY] or any of its Affiliates to a Third Party ; and ( iv ) taxes, duties and other governmental charges levied on, absorbed or othelWise imposed on import, export, sale, distribution and use of such Licensed Products that are paid by [COMPANY] ( including, without limitation, any taxes paid by [COMPANY] pursuant to Section 7.5 of the Supply Agreement ), all as adjusted for rebates and refunds actually granted or reasonably anticipated to be granted if application therefor is made ; provided, however, that in no event shall any of the following taxes or governmental charges paid or required to be paid by [COMPANY] constitute a permitted deduction in calculating Net Sales : any taxes or governmental charges calculated based on, or levied or imposed on any profit or income earned by [COMPANY] or any of its Affiliates or distributors