definiens: means the actual gross amounts invoiced by a Part y, its Affiliates or their respective Sublicensees ( each, a ) for sales of the Product to a Third Party custom er, less the following deductions ( and any other deductions taken in accor dance with Accounting Standards ) to the extent incl uded in such gross amounts invoiced or otherwise incurred b y the Selling Party with respect to the sale of suc h Product : ( a ) any quantity, prompt payment, trade, cash and o ther discounts actually given, including re - procure ment and back - order charges ; ( b ) credits, refunds, charge - ba cks, reimbursements, fee and rebates granted to cus tomers, including distributors, group purchasing organizati ons, managed health care organizations, buying grou ps, health insurance carriers / agencies, or to national, state or local governments, their respective agencies, pu rchasers or reimbursers ( including rebates and payments require d to be paid to governmental entities in connection with sales of the Product pursuant to the Omnibus Budget Recon ciliation Act of 1990 and similar national, state o r local legislation or programs ), adjustments arising from consumer or physician discount or loyalty programs, co - pay assistance programs or other similar programs ; ( c ) retroactive price reductions, sales deductions, cre dits or allowances, including for recalls or damaged, rejec ted or expired goods or any other allowances actual ly given that effectively reduce the gross selling price ; ( d ) customary fees paid to distributors, including gr oup purchasing organizations ; ( e ) sales credits accrued in accorda nce with Accounting Standards, including price prot ection, shelf stock or floor adjustments, adjustments for uncolle ctible accounts ( capped at [ * ] of Net Sales for the applicable period ), billing errors and other price adjustments ; ( f ) returns of Product for any reason ; ( g ) freigh t, postage, shipping, handling and insurance charges with respe ct to such Product ; and ( h ) sales taxes, excise tax es, use taxes, import / export duties or other governmental charges actually due or incurred with respect to such Produ ct, including value - added taxes, in each case to the extent not r eimbursed . Each of the foregoing deductions shall b e determined as incurred in the ordinary course of business in a ccordance with Accounting Standards