definiens: means the amount billed or otherwise charged by the final billing Party, an Affiliate or any permitted(sub)licensee for sales or other dispositions of Final Product to a Third Party, less ( to the extent not reimbursed or refunded tothe final billing Party ): ( a ) normal and customary discounts ( including cash discounts and quantity discounts ), retroactive pricereductions, charge - back payments ( or their equivalent ) and rebates allowed, paid, or granted to managedhealth care organizations or to national, state / provincial, local and other governments in Japan, theiragencies, and purchasers and reimbursers or to trade customers as accrued by such Party in accordance withits customary practices in accordance with GAAP or IFRS, as applicable to such Party ; ( b ) credits or allowances accrued for claims, damaged goods, rejections or returns of such Final Product, including Final Product returns in connection with recalls or withdrawals ( to the extent the recall orwithdrawal is not attributable to the negligence of the Party booking the Net Sale ) ; ( c ) freight out, postage, shipping and insurance charges for delivery of Final Product ( excluding such chargesthat are included in Distribution Costs ), to the extent that such items are included in the gross amount billed;and ( d ) taxes or duties levied on, absorbed or otherwise imposed on sale of such Final Product, including value - added taxes, tariffs, excise taxes, or other governmental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds, to the extent not paid by the Third Party or otherwise reimbursed ( but notincluding taxes assessed against the income derived from such sale