definiens: means the gross amount billed or invoiced by Sper o, its Related Parties and their Licensees, assignees, or any other Third Party to w hich Spero grants rights with respect to the Manufa cturing and/or Commercialization of a Product ( including by assignment of the Assigned Patents or Assigned Kno w - How ) ( collectively referred to as the ) on sales of a Product to a Third Party, less Per mitted Deductions determined under United States generally accepted a ccounting principles . means the following : ( a ) customary transportation charges relating to su ch Product, including handling charges, outbound freight, shipment and insurance premiums relating t hereto ; ( b ) sales taxes, excise taxes, use taxes, tariffs a nd duties paid by and not refunded to the seller an d directly related to sale of such Product, and any o ther equivalent governmental charges imposed upon t he importation, use or sale of such Product, but exclu ding income and similar taxes ; ( c ) government - mandated deductions and other rebate s ( notably but not limited to those in respect of any state or federal Medicare, Medicaid or similar programs ), clawbacks or other forms of payment to a ny governmental authority or agency and payments or ac cruals made with respect to any national or local health insurance program, including government fees levied as a result of health care reform policies such as the branded prescription drug fee of the Afforda ble Care Act ; ( d ) customary trade, quantity and cash discounts, a llowances and credits allowed or paid in the form of deductions actually allowed or fees actually pai d with respect to sales of such Product ( to the ext ent not already reflected in the amount invoiced ) ; ( e ) allowances or credits to customers on account o f retrospective price reductions, rejections or returns of Product, including billing errors ; and ( f ) customary rebates, charge backs and discounts ( or equivalent thereof ) actually granted for such Product including those customarily granted to mana ged care entities or organizations, pharmacy benefi t managers ( or equivalent thereof ), federal, state / pr ovincial, local or other governments or their agenc ies or purchasers, reimbursers or trade customers