definiens: . Net Sales shall mean the gross amount invoiced by [COMPANY], and its Affiliates withrespect to the Profit - Share Territory and shall mean the gross amount invoiced by [COMPANY] and its Related Parties withrespect to the Royalty Territory, in each case on sales or other dispositions ( excluding sales or dispositions for use inclinical trials, other scientific testing, or as samples, or as part of compassionate use, patient assistance, namedpatient or test marketing program or any similar program or study, or other similar cases, in each case for whichCubist or its Related Parties receive no revenue ) of Licensed Product to Third Parties, less the following deductions : ( a ) Trade, cash and quantity discounts and allowances actually allowed and taken directly with respect to suchsales or other dispositions ; ( b ) Tariffs, duties, excises, sales taxes, value - added or other taxes or governmental charges imposed uponand paid directly with respect to the delivery, sale or use of Licensed Product ( excluding national, state or local taxesbased on income ) ; ( c ) Amounts repaid or credited by reason of rejections, defects, recalls or returns or because of reasonable andcustomary chargebacks, refunds, rebates ( including rebates to managed care organizations, group purchasingorganizations, pharmacy benefit management companies, health maintenance organizations, healthcare institutions, other buying groups or providers of healthcare or social and welfare systems, or in connection with patient assistanceor similar programs ) or retroactive price reductions ( including any discounts granted later than at the time of invoicing),government mandated rebates and similar types of rebates ( e.g., Pharmaceutical Price Regulation Scheme andMedicaid, or wholesalers, distributors and other trade customers ), or cash sales incentives, or deductions for items ofa nature or substance similar to that of the foregoing deductions in this clause ( c ) that may become customary ; ( d ) [ * * ] ; ( e ) [ * * ] ; -12- ( f ) Postage charges, shipping materials, freight, insurance and other transportation charges incurred in shippingsuch Licensed Product to Third Parties, included and separately stated in the applicable invoice ; and ( g ) Any item substantially similar in character or substance to any of the foregoing and not separately invoicedto the customer, to the extent consistent with then prevailing industry standards