definiens: means with respect to any Licensed Product, the gross amounts invoiced by a Party, its Affiliates andSublicensees ( each, a ) to Third Party customers for sales of such Licensed Product, less the followingdeductions actually incurred, allowed, paid, accrued or specifically allocated in its financial statements in accordance with ( asapplicable to the Selling Party ) Accounting Principles, for : - 13 -(a ) discounts ( including trade, quantity and cash discounts ) actually allowed, cash and non - cash coupons, retroactive price reductions, and charge - back payments and rebates granted to any Third Party ( including to governmentalentities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed careorganizations or entities ( and other similar entities and institutions));(b ) credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections orreturns of items previously sold ( including Licensed Product returned in connection with recalls or withdrawals ) and amountswritten off by reason of uncollectible debt, provided that if the debt is thereafter paid, the corresponding amount shall beadded to the Net Sales of the period during which it is paid;(c ) rebates ( or their equivalent ), administrative fees, chargebacks and retroactive price adjustments and anyother similar allowances granted by a Selling Party ( including to governmental authorities, purchasers, reimburses, customers, distributors, wholesalers, and managed care organizations and entities ( and other similar entities and institutions ) ) whicheffectively reduce the selling price or gross sales of the Licensed Product;(d ) insurance, customs charges, freight, postage, shipping, handling, and other transportation costs incurred bya Selling Party in shipping Licensed Product to a Third Party;(e ) import taxes, export taxes, excise taxes ( including annual fees due under Section 9008 of the United StatesPatient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) and other comparable Laws ), sales taxes, value - addedtaxes, consumption taxes, duties or other taxes levied on, absorbed, determined and/or imposed with respect to such sales(excluding income or net profit taxes or franchise taxes of any kind ) ; and(f ) reasonable discounts due to factoring of receivables owed by account debtors identified by the SellingParty as habitually failing to adhere to customary payment terms, which discounts are incurred consistent with the SellingParty ’s practices with respect to the Selling Party ’s other pharmaceutical products sold to such account debtors ; provided thatsuch discounts are then applied as a result of factoring of receivables in a manner consistent with the Accounting Principlesapplied by the Selling Party and reflected in the Selling Party ’s financial statements for non - Licensed Product sales to thesame account debtors