definiens: . Net Sales means, with respect to a Licensed Product in the Field, the gross amounts received byAchillion, its Affiliates or sublicensees in respect of sales of such Licensed Product by [COMPANY] and its Affiliates orsublicensees to unrelated Third Parties, in each case less the following deductions:(a ) Trade, cash or quantity discounts actually allowed and taken with respect to such sales;(b ) Tariffs, duties, excises, sales taxes or other taxes imposed upon and paid with respect to the production, sale, delivery or use of the Licensed Product ( excluding national, state or local taxes based on income);(c ) Amounts repaid or credited by reason of rejections, defects, recalls or returns or because of chargebacks, refunds, rebates or retroactive price reductions and allowances for wastage replacement and bad debts ; -3-(d ) Freight, insurance and other transportation charges incurred in shipping a Licensed Product to ThirdParties ; and(e ) Gross amounts received in respect of sales for test marketing, sampling or promotional use, clinical trialpurposes or compassionate or similar use