definiens: means, in relation to an [COMPANY] Product, the gross amounts invoiced on sales of such [COMPANY] Product by Buyer or any of its Affiliates or their licensees to a Third P arty purchaser in an arms -length transaction, less the following customary deductions, to the extent specifically allocated to any such [COMPANY] Product and actually taken, paid, accrued or allowed : ( a ) normal and customary trade, cash and/or quantity di scounts or allowances, and credits allowed or paid, in the form of deductions actually allowed or fees actually paid with respect to sales of such [COMPANY] Product ( to the extent not already reflected in the amount invoiced ) excluding commissions for comm ercialization ; ( b ) rebates, chargebacks, and discounts ( or equivalent thereof ) actually granted to managed health care organizations, pharmacy benefit managers ( or equivalent thereof ), federal, state / provincial, local or other governments, or their agenci es or purchasers, reimbursers, or trade customers ; ( c ) excise taxes, use taxes, tariffs, sales taxes and customs duties, and/or other government charges imposed on the sale of such [COMPANY] Product to the extent included in the price and separately itemi zed on the invoice price but specifically excluding, for clarity, any income taxes assessed against the income arising from such sale and including value add taxes, but only to the extent that such value add taxes are not reimbursable or refundable ; 4 [ * ] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed