definiens: means the gross invoiced amount on sales of the Licensed Products by [COMPANY] and its Affiliates to Third Parties ( including Distributors, but not including distributors of Authorized Generic Versions of Licensed Products, the Net Sales with respect to which shall be calculated in accordance with Section 8.5, and not including Sublicensees, the Net Sales with respect to which shall be calculated in accordance with Section 9.4 ) after deduction of : ( a ) normal and customary trade, quantity or prompt settlement discounts ( including chargebacks and allowances ) actually allowed ; ( b ) amounts repaid or credited by reason of rejection, returns or recalls of goods, rebates or bona fide price reductions determined by [COMPANY] or its Affiliates in good faith ; ( c ) rebates and similar payments made with respect to sales paid for by any governmental or regulatory authority such as, by way of illustration and not in limitation of the Parties ' rights hereunder, Federal or state Medicaid, Medicare or other similar state programs in the United States, or equivalent governmental programs in any other country ; ( d ) bad debts, to the extent recognized in accordance with International Financial Reporting Standards, consistently applied ; ( e ) excise taxes, Indirect Taxes, customs duties, customs levies and import fees imposed on the sale, importation, use or distribution of the Licensed Products, but in all cases excluding income taxes ; and ( f ) as an allowance for transportation costs, distribution expenses, special packaging and related insurance charges, [ three percent ( 3%)J of the amount arrived at after application of the provisions of items ( a ) to ( e ) above