definiens: shall mean, with respect to any Product, the gross invoiced sales of such Product by [COMPANY] orits Affiliates or sublicensees, as applicable, to Third Parties after the First Commercial Sale of such Product, less thefollowing deductions to the extent included in the gross invoiced sales price for such Product or otherwise directlypaid or incurred by [COMPANY] or its Affiliates or sublicensees, as applicable, with respect to the sale of such Product andany item substantially similar in character and/or substance to the following : ( a ) normal and customary trade, quantity and cash discounts, credits and allowances actually allowed andproperly taken directly with respect to sales of such Product ; ( b ) amounts repaid or credited by reason of rejections, recalls, returns, rebates, government mandated rebates, allowances, billing errors and damaged goods ; ( c ) chargebacks and other amounts paid on sale or dispensing of such Product, including any payment inrespect of sales to any governmental authority in respect of any government - subsidized program ( including, withoutlimitation, U.S. Medicare and Medicaid rebates ) ; ( d ) retroactive price reductions that are actually allowed or granted;***Confidential Treatment Requested4 CONFIDENTIAL ( e ) tariffs, duties ( including, without limitation, import duties ), excise, sales, value - added or other taxes ( otherthan taxes based on income ) ; ( f ) cash discounts for timely payment ; ( g ) delayed ship order credits ; ( h ) discounts pursuant to patient discount programs ; ( i ) freight, shipping and insurance charges, including distribution, packing and handling charges for the Productto the extent that they are included in the price ; and ( j ) charges for bad debts, which are actually allowed and properly taken directly with respect to sales of theProduct as determined in accordance with [COMPANY] ’s usual and customary accounting methods, which are inaccordance with International Financial Reporting Standards ( ) as consistently applied at [COMPANY]