definiens: shall mean the gross amount invoiced fo r any and all Product by Buyer or its licensees or sublic ensees, or Affiliates of any of the foregoing less returns and less the following amounts to the extent deducted from or on such invoice or absorbed or accrued by Buyer or its lice nsees or sublicensees, or Affiliates of any of the foregoing : ( a ) customary quantity, trade and/or cash discounts, ch argebacks, returns, allowances, rebates ( including any and all federal, state or local government rebates, e.g., Medicaid r ebates ) and price adjustments allowed or given ; and ( b ) all tra nsportation and handling charges, sales and other excise Taxes and duties directly related to the sale, to the extent such it ems are included in the gross invoice price . If the Product is combined with one or more other active ingredients, Net Sales shall mean the gross amount of such Product invoice d by Buyer and its licensees or sublicensees, or any Affiliate s of the foregoing, less all the allowances, adjustments, di scounts, taxes, duties and other charges referred to in clau ses ( a ) and ( b ) above, multiplied by a fraction, the numerator of which shall be the manufacturing cost or acquisition cost, as applicable, of the Product included in such combina tion product and the denominator of which shall be the manufacturing cost or acquisition cost, as applicab le, of all active ingredients in such combination product, inc luding the Product