definiens: means, with respect to any Licensed Product, the gross amounts invoiced by a Party or itsAffiliates ( ) to any Third Party for sales of such Licensed Product in any indication in the Field in theTerritory or in the European Territory, as applicable, including Named Patient Sales, less the following items, providedthat they are bona fide:(a ) actual credits, refunds or allowances to Third Party customers for spoiled, damaged, rejected, recalled, outdated and reasonably returned Licensed Products;(b ) discounts, including cash, volume, quantity and other trade discounts, charge - back payments, and rebatesand allowances actually granted, incurred or allowed in the ordinary course of business, as well as government - required discounts and allowances ( including government rebates and other price reductions ), and other reductions, concessions and allowances that effectively reduce the selling price to the Selling Party;(c ) transportation charges, freight, postage and insurance ( but only insurance related to protecting the particularshipment against physical loss or damage ) ; and(d ) sales, use or excise Taxes and import / export duties or tariffs and similar governmental charges actually dueor incurred in connection with the sales of such Licensed Products