definiens: . Net Sales means, with respect to a Therapeutic Product, the gross amount invoiced bySANOFI - AVENTIS, its Affiliates or its sublicensees on sales or other dispositions of Therapeutic Products to Third Partycustomers, less the following deductions : ( a ) Trade, cash or quantity discounts actually allowed and taken directly with respect to such sales, asreflected in the amount invoiced ; ( b ) Tariffs, duties, excises, sales taxes or other taxes imposed upon and paid directly with respect to theproduction, sale, delivery or use of the Therapeutic Product ( excluding taxes based on the income or profits of the sellingparty ), as reflected in the amount invoiced ; ( c ) Amounts repaid or credited by reason of rejections, defects, recalls or returns or because ofchargebacks, refunds, rebates or retroactive price reductions ; ( d ) Price concessions either mandated or negotiated with both commercial or governmental payers;and ( e ) Freight, insurance and other transportation charges incurred in shipping a Therapeutic Product toThird Parties, as reflected in the amount invoiced