definiens: . Net Sales means the gross amounts invoiced ( or, in the absence of aninvoice, received ) by Calithera, its Affiliates and Sublicensees ( each, a ) to any Third Party that is not aSublicensee with respect to sales of Licensed Products in the Territory, calculated in the same manner as reported inits audited financial statements, less the sum of the following to the extent attributable to such sales : ( a ) Discounts, credits, refunds, adjustments, retroactive price reductions, chargebacks and rebates actually allowed by Calithera, its Affiliates or their Sublicensees directly for a LicensedProduct, including those granted to managed healthcare organizations, institutions or other buying groups, providers ofhealthcare or social and welfare systems ; ( b ) Sales, import, export, customs, value added taxes, tariffs, duties and othergovernmental charges and fees ( including annual fees due under Section 9008 of the United States Patient Protectionand Affordable Care Act of 2010 ( Pub . L. No . 111 - 148 ) ) directly imposed on the Licensed Products withoutreimbursement from any Third Party ; ( c ) Freight and insurance costs actually incurred by Calithera, its Affiliates or theirSublicensees directly on outbound shipping of Licensed Products ; ( d ) Amounts actually allowed or credited on rejections or returns of sales ofLicensed Products by Calithera, its Affiliates or their Sublicensees, including returns by reason of a recall orcorrective action ; ( e ) Amounts paid or credited to customers or third party distributors for inventorymanagement, distribution, warehousing, and related services to the extent consistent with industry standards ; ( f ) arm’s - length fees paid to Third Party consignees or agents in connection withthe sale of the Licensed Product ; and ( g ) Amounts previously included in Net Sales of such Licensed Product that arewritten - off by Calithera, its Affiliates or Sublicensees as uncollectible in accordance with GAAP