definiens: means the gross amounts invoiced on sales of Licensed Products by JPI orany of its Affiliates or sublicensees to a Third Party purchaser in arm’s - length transaction, less the following deductions, determined in accordance United States generally acceptedaccounting principles consistently applied ( ) and its internal policies, andprocedures and accounting standards, to the extent allocable to such Licensed Productunder U.S. GAAP and actually taken, paid, accrued, allowed, included, or allocated basedon estimates in the gross sales prices with respect to such sales : ( a)normal and customary trade, cash and quantity discounts, allowances, deductions, fees and credits, in the form of deductions actually allowed withrespect to sales of such Licensed Product ( to the extent not already reflected in theamount invoiced ), excluding commissions for commercialization ; ( b)excise taxes, use taxes, tariffs, sales taxes, and customs duties, and othergovernmental charges imposed on the sale of such Licensed Product to the extentseparately itemized on the invoice ( but specifically excluding, for clarity, anyincome taxes assessed against the income arising from such sale ) ; ( c)outbound freight, shipment and insurance costs to the extent separately itemizedon the invoice ; ( d)compulsory payments and cash rebates related to the sales of such LicensedProducts paid to a governmental authority ( or agent thereof ) pursuant togovernmental regulations, including government levied fees as a result ofhealthcare reform policies ; ( e)retroactive price reductions, credits or allowances for rejections or returns of suchLicensed Products including for recalls, damaged goods and billing errors ; and***Confidential Treatment Requested41 EXECUTION COPY ( f)rebates, chargebacks, and discounts ( or the equivalent thereof ) to managed healthcare organizations, pharmacy benefit managers ( or the equivalent thereof),federal, state, provincial, local or other governments, or their agencies orpurchasers, reimbursers, or trade customers