definiens: means the actual amount of Gross Sales invoiced by [COMPANY], or its Affiliate or licensee, for sales orother disposition of the Product in the Promotion Territory to a Third Party purchaser, less the followingaccrual based deductions to the extent directly attributable to such sales and to the extent such deductionsare not already reflected in such gross amount invoiced, in each case across all indications for the Product : ( a ) normal and customary rebates, quantity, patient discount programs, trade and cash discounts tocustomers actually allowed and properly taken ; * Confidential Treatment Requested 15 ( b ) governmental and other rebates, chargebacks or administrative fees ( or equivalents thereof ) grantedto managed health care organisations, pharmacy benefit managers ( or equivalents thereof ) or to national, federal, state, provincial, local and other governments, their respective agencies, purchasers and reimbursersor to trade customers actually allowed and properly taken ; ( c ) retroactive price reductions, credits or allowances actually granted upon rejections, damaged goods, destruction, recalls or returns of the Product ( for clarity, costs associated with Product that is the subject of amarket recall, market withdrawal, correction, removal or seizure shall not be deductible from Net Sales ) ; ( d ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of the Product, to the extent included in the gross sales price ; and ( e ) sales taxes, excise taxes, use taxes, import / export duties or other governmental taxes ( other thantaxes based on income or capital gains ) actually due or incurred and payable to government authorities withrespect to such sales, including value - added taxes, to the extent applicable, excluding however, the BrandedPrescription Drug Fee Program