definiens: means the gross amounts invoiced on sales, or gro ss operating revenues earned for othercommercial dispositions, of a Product by EB or any EB Sublicensee to a Third Party purchaser that is n ot an EBSublicensee in an arms - length transaction, less the following customary deductions, determined in acco rdance withAccounting Standards, to the extent specifically an d solely allocated to such Product and actually tak en, paid, accrued, allowed, included or allocated based on go od faith estimates in the gross sales prices with r espect to suchsales ( and consistently applied as set forth below ) : ( a ) normal and customary trade, cash and/or quantit y discounts, allowances ( including wholesalerallowances ), and credits allowed or paid ( including for returned, damaged or expired Product ), in the form ofdeductions or credits actually allowed or fees actu ally paid with respect to sales of such Product ( to the extent notalready reflected in the amount invoiced ) excluding commissions for commercialization;(b ) excise taxes, use taxes, tariffs, sales taxes a nd customs duties, and/or other government chargesimposed on the sale of Product to the extent includ ed in the price and separately itemized on the invo ice price ( butspecifically excluding, for clarity, any income tax es assessed against the income arising from such sa le ) ( includingVAT, but only to the extent that such VAT taxes are not reimbursable or refundable);(c ) outbound freight, shipment and insurance costs to the extent included in the price and separatelyitemized on the invoice price;(d ) compulsory payments and cash rebates related to the sales of such Product paid to a governmentalauthority ( or agent thereof ) pursuant to Applicable Laws by reason of any national or local health ins urance program orsimilar program, to the extent allowed and taken ; i ncluding government levied fees as a result of heal thcare reformpolicies;(e ) retroactive price reductions, credits or allowa nces actually granted upon rejections or returns of Product, including for recalls or damaged good and billing e rrors ; and [ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITHTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF1934, AS AMENDED