definiens: means, with respect to any Product, the gross sales price of such Product sold by TESARO, itsAffiliates or Sublicensee(s ) ( the ) for sale to Third Parties, less : ( a ) non - recoverable sales taxes, excise taxes, use taxes, VAT and duties paid by the Selling Party inrelation to Product(s ) and any other equivalent governmental charges imposed upon theimportation, use or sale of Product(s ) ( excluding taxes when assessed on income derived fromsales ) ; ( b ) credits and allowances ( actually allowed or paid ) for defective or returned Product(s ), includingallowances for spoiled, damaged, out - dated, rejected, returned, withdrawn or recalled Product(s ) ; ( c ) reasonable fees paid to wholesalers, distributors, selling agents ( excluding any sales representativesof a Selling Party ), group purchasing organizations, Third Party payors, other contractees andmanaged care entities ; ( d ) reasonable transportation charges relating to Product(s ), including handling charges and insurancepremiums relating thereto to the extent included as a separate entry on the invoice for such product(provided, however, that the total of all items in subsection 1.48(d ) shall be capped at 2 % of thegross sales price for the relevant period ) ; ( e ) retroactive price reductions actually granted to the Third Party applicable to sales of such product;and 5 ( f ) trade, cash, prompt payment and/or quantity discounts, actually allowed and taken directly by theThird Party, and mandated discounts