definiens: means the proceeds actua lly received by SPL or any of its Affiliates or sub - licensees on all sales of a P roduct in the Territory to an unaffiliated third party ( whether an end - user, a di stributor or otherwise ), and exclusive of intercompany transfers or sales, less the reasonable and customary deductions from such gross amounts including : ( i ) n ormal and customary trade, cash and quantity discounts, allowances and credits ; ( ii ) credits or allowances actually granted for damaged goods, returns or reje ctions of a Product and retroactive price reductions ; ( iii ) sales or simila r taxes ( including duties, value added taxes or other governmental charges oth erwise measured by the billing amount, when included in billing ) ; ( iv ) fre ight, postage, shipping, customs duties and insurance charges ; ( v ) charge ba ck payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and rei mbursers or to trade customers, including but not limited to, wholesaler s and chain and pharmacy buying groups ; ( vi ) commissions paid to third parti es other than sales personnel and sale representatives or sales agents ; and ( vii ) rebates ( or equivalents thereof ) granted to or charged by national, state o r local governmental authorities in countries other than the United Stat es . If a Product is sold in the form of a combination product with one or more other active ingredients, Net Sales for such combination product with one or more active ingredients will be calculated by multiplying actual Net Sales of such combination product by the fraction A/(A+B ) where : is the invoice price of the Product co ntained in the combination product if sold separately by SPL or any o f its Affiliates or sub - licensee ; and * = CONFIDENTIAL TREATMENT REQUESTED : MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION