definiens: shall mean the gross invoiced price for Licensed Products sold by [COMPANY], itsAffiliates or permitted sublicensees ( the ) to Third Parties, less the following deductionsfrom such gross amounts : Page 6 of 58ActiveUS 144208420v.18(a ) credits or allowances, if any are actually allowed, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold ( including product returnedin connection with recalls or withdrawals ) and amounts written off by reason of uncollectible debt;(b ) import taxes, export taxes, excise taxes ( including annual fees due under Section9008 of the United States Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) ), salestaxes, value - added taxes, consumption taxes, duties or other taxes levied on, absorbed, determinedand / or imposed with respect to such sales ( excluding income or net profit taxes or franchise taxes of anykind ), to the extent not reimbursed by a non - related party;(c ) insurance, customs charges, freight, shipping and other transportation costs incurredin shipping product to such non - related parties, to the extent not reimbursed by a non - related party;(d ) discounts ( including trade, quantity, cash discounts and fees for services ) actuallyallowed, cash and non‑cash coupons, retroactive price reductions, and charge‑back payments andrebates granted to any non - related party ( including to governmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing organizations and managedcare organizations ( and other similar entities and institutions ) ) ; and(e ) rebates ( or their equivalent ), administrative fees, chargebacks and retroactive priceadjustments and any other similar allowances granted to non - related Parties ( including to GovernmentalAuthorities, purchasers, reimbursers, customers, distributors, wholesalers, and managed careorganizations ( and other similar entities and institutions ) ) which effectively reduce the selling price orgross sales of the Licensed Product