definiens: means, with respect to any Product, the gross amount invoiced by the UK Company, its affiliates, or any sublicensee of the U K Company for commercial sales of such Product to third parties ( including distributors ) less, to the extent included in such invoiced amount : ( a ) normal and customary trade, quantity or prompt settlement discounts ( including chargebacks and allowances act ually allowed ) ; ( b ) amounts repaid or credited by reason of rejection, returns, or recalls of goods, rebates or bona fide price reductions determined by the UK Company or its affiliates in good faith ; ( c ) rebates and similar payments made with respect to s ales paid for by any governmental or regulatory authority such as, by way or illustration and not in limitation of the parties ’ rights hereunder, Federal or state Medicaid, Medicare or similar state programs in the US or equivalent governmental programs in any other country ; ( d ) any invoiced amounts which are not collected by the UK Company or its affiliates, including bad debts ; ( e ) excise taxes, indirect taxes, customs duties, customs levies and import fees imposed on the sale, importation, use or distrib ution of Products ; ( f ) any other similar and customary deductions that are consistent with generally accepted accounting principles, or in the case of non -US sales, other applicable accounting standards for the jurisdiction at issue ; ( g ) [ * ] transportation costs, including insurance and shipping, freight, and handling charges, including distribution expenses, packaging and related insurance charges ; and ( h ) [ * ], including [ * ] ( it being acknowledged that [ * ] ) . Any sales between the UK Company and its affilia tes and sublicensees shall be disregarded for purposes of calculating Net Sales, and Net Sales shall be calculated using the UK Company ’s 6 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended