definiens: means, with respect to each Product, the gross amounts invoiced or otherwise billed by [COMPANY], its Aﬃliates orany of its sublicensees for sales or other transfer or disposition for value of such Product to an unaﬃliated Third Party ( otherthan any of sublicensees of [COMPANY] or its Affiliates ), less the following deductions actually made:(a ) trade discounts, including trade, cash and quantity discounts or rebates, credits or refunds ( including inventorymanagement fees, discounts or credits);(b ) allowances or credits actually granted upon claims, damaged goods, returns or rejections of such Product, including inconnection with recalls;(c ) bad debts ; provided, however, that the amount of any bad debts deducted pursuant to this exception and actually collectedin a subsequent Calendar Quarter shall be included in Net Sales for such subsequent Calendar Quarter;(d ) charges included in the gross sales price for freight, insurance, transportation, postage, handling, warehousing, insuranceand any other charges directly relating to the sale, transportation, delivery or return of such Product;(e ) customs duties, sales, excise and use taxes and any other governmental charges ( including value added tax ) levied onand actually paid in connection with the transportation, distribution, use or sale of such Product ( but excluding taxesimposed on or measured by income ) and permitted as a sales deduction from gross sales by the applicableAccounting Standard;(f ) that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Aﬀordable CareAct, Pub . L. No . 111 - 148 ( as amended ), the Japanese Act on Pharmaceuticals and Medical Devices Agency or othersimilar foreign laws that [COMPANY], its Aﬃliates or ( sub)licensees, as applicable, allocate as a sales deduction from grosssales of such Product in accordance with the applicable Accounting Standard consistently applied by [COMPANY], itsAffiliates, or ( sub)licensees;(g ) rebates and chargebacks or retroactive price reductions made to federal, state or local governments ( or their agencies ), orany Third Party payor, administrator or contractor, including managed health organizations ; and(h ) any item substantially similar in character or substance to any of the foregoing Section 1.104(a ) through ( g ), which ispermitted as a sales deduction from gross sales by the applicable Accounting Standard prevailing at the time andcustomary in the pharmaceutical industry at the time