definiens: . Net Trade Sales shall mean, with respect to a Product, the gross amounts invoiced onsales of such Product by a Party or any of its Affiliates or Sublicensees to a Third Party purchaser in an arms - length transaction, less the following customary deductions, determined in accordance with GAAP and standard internal policies and procedures andaccounting standards consistently applied throughout the Party recording such sales to calculate revenue for financial reportingpurposes, to the extent specifically and solely allocated to the sale of such Product to such purchaser and actually taken, paid, accrued, allowed, or included in the gross sales prices with respect to such sales ( and consistently applied as set forth below ): ( a ) normal and customary trade, cash and/or quantity discounts, allowances, wholesaler andpharmacy fees, and credits allowed or paid, in the form of deductions actually allowed or actually paid with respect to sales ofsuch Product ( to the extent not already reflected in the amount invoiced ) excluding commissions for commercialization ; ( b ) excise taxes, use taxes, tariffs, sales taxes and customs duties, and/or other governmentcharges imposed on the sale of such Product to the extent included in the price and separately itemized on the invoice price ( butspecifically excluding, for clarity, any income taxes assessed against the income arising from such sale ) ( including VAT, but onlyto the extent that such VAT taxes are not reimbursable or refundable ) ; ( c ) outbound freight, shipment and insurance costs to the extent included in the price andseparately itemized on the invoice price ; ( d ) compulsory payments and cash rebates imposed on sales of such Product paid to aGovernmental Authority ( or agent thereof ) pursuant to governmental regulations by reason of any national or local healthinsurance program or similar program, to the extent allowed and taken ; ( e ) retroactive price reductions, credits or allowances actually granted upon rejections or returnsof such Product, including for recalls or damaged good and billing errors ; ( f ) rebates, charge backs and discounts ( or equivalent thereof ) actually granted to managedhealth care organizations, pharmacy benefit managers ( or equivalent thereof ), federal, state / provincial, local or othergovernments, or their agencies or purchasers, reimbursers, or trade customers ; and [ * * ] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission . Confidential treatmenthas been requested with respect to the omitted portions