definiens: means with respect to any Licensed Product, the gross amounts invoiced by a Party, itsAffiliates and Sublicensees ( each, a ) to Third Party customers for sales of such Licensed Product, less the following deductions actually incurred, allowed, paid, accrued or specifically allocated in its financialstatements in accordance with ( as applicable to the Selling Party ) Accounting Principles, for:(a ) discounts ( including trade, quantity and cash discounts ) actually allowed, cash and non - cashcoupons, retroactive price reductions, and charge - back payments and rebates granted to any Third Party ( including togovernmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and grouppurchasing and managed care organizations or entities ( and other similar entities and institutions));(b ) credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold ( including Licensed Product returned in connection with recalls orwithdrawals ) and amounts written off by reason of uncollectible debt, provided that if the debt is thereafter paid, thecorresponding amount shall be added to the Net Sales of the period during which it is paid;(c ) rebates ( or their equivalent ), administrative fees, chargebacks and retroactive price adjustmentsand any other similar allowances granted by a Selling Party ( including to governmental authorities, purchasers, reimburses, customers, distributors, wholesalers, and managed care organizations and entities ( and other similarentities and institutions ) ) which effectively reduce the selling price or gross sales of the Licensed Product;(d ) insurance, customs charges, freight, postage, shipping, handling, and other transportation costsincurred by a Selling Party in shipping Licensed Product to a Third Party;(e ) import taxes, export taxes, excise taxes ( including annual fees due under Section 9008 of theUnited States Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) and other comparable Laws),sales taxes, value - added taxes, consumption taxes, duties or other taxes levied on, absorbed, determined and / orimposed with respect to such sales ( excluding income or net profit taxes or franchise taxes of any kind ) ; and(f ) reasonable discounts due to factoring of receivables owed by account debtors identified by theSelling Party as habitually failing to adhere to customary payment terms, which discounts are incurred consistent withthe Selling Party ’s practices with respect to the Selling Party ’s other pharmaceutical products sold to such accountdebtors ; provided that such discounts are then applied as a result of factoring of receivables in a manner consistentwith the Accounting Principles applied by the Selling Party and reflected in the Selling Party ’s financial statements fornon - Licensed Product sales to the same account debtors