definiens: means, with respect to any Royalty - Bearing Produc t, the gross sales price of such Royalty - Bearing Product sold by KEZAR, its Affiliat es or Sublicensee(s ) ( the ) to Third Parties, less : ( a ) non - recoverable sales taxes, excise taxes, use taxes, VAT and duties paid by the Selling Party in relation to Royalty - Bearing Product(s ) and any othe r equivalent governmental charges imposed upon the importation, use or sale of Royalty - Bearin g Product(s ) ( excluding taxes when assessed on income derived from sales ) ; ( b ) credits and allowances ( actually allowed or pai d ) for defective or returned Royalty - Bearing Product(s ), including allowances for spoiled, damag ed, out - dated, rejected, returned, withdra wn or recalled Royalty -Bearing Product(s ) ; ( c ) governmental and other rebates, refunds, and ch argebacks ( or equivalents thereof ) granted to managed health care organizations, pharmacy benefit managers ( or equivalents thereof ), federal, state, provinc ial, local and other governments, their agencies an d purchasers and reimbursers or to trade customers, in each case with respect to such Royalty -Bearing Product ; ( d ) reasonable fees paid to wholesalers, distributo rs, selling agents ( excluding any sales representatives of a Selling Party ), group purchasi ng organizations, Third Party payors, other contractees and managed care entities, in each case with respect to such R oyalty -Bearing Product ; ( e ) reasonable transportation charges relating to R oyalty - Bearing Product(s ), including handling charges and insurance premiums relating thereto to the extent included as a separate entry on the invoice for such product * * * ; ( f ) retroactive price reductions actually granted to th e Third Party applicable to sales of such product ; ( g ) trade, cash, prompt payment and/or quantity dis counts, actually allowed and taken directly by the Third Party, and mandated discounts ; and ( h ) that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Affordable Care Act, Pub . L. No . 111 -148 ( as amended ), that KEZAR, its Affiliates, or its or their Sublicensees, as applic able, allocate to sales of Royalty - Bearing Products in accordance with their respective standard polici es and procedures consistently applied across their respective products