definiens: shall mean the gross invoiced amount on sales of the Licensed Products by AZ or its Affiliates ( the ) to Third Parties ( including distributors ), less deductions allowed to the Third Party customer by the Selling Party, and with respect only to ( a ) and ( b ) below to the extent actually taken by the Third Party customer, on such sales for : ( a ) trade, quantity, and cash discounts ; ( b ) credits, rebates and chargebacks ( including those to managed - care entities and government agencies ), and allowances or credits to customers on account of rejection or returns ( including, but not limited to, wholesaler and retailer returns ) or on account of retroactive price reductions affecting such Licensed Product ; ( c ) [ three percent ( 3%)1 ofthe gross invoiced amount as an allowance for freight, postage and duties, and transportation charges specifically relating to Licensed Product, including handling and insurance thereto ; ( d ) sales ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any other governmental charges imposed upon the sale of such Licensed Product to Third Parties ; and ( e ) any other similar and customary deductions that are consistent with generally accepted accounting principles or other applicable accounting standards