definiens: means with respect to any Licensed Product, the gross amounts invoiced by Licensee, i ts Affiliates and Sublicensees ( each, a ) to Third Party customers for sales of such Licen sed Product, less the following deductions actually incurred, al lowed, paid, accrued or specifically allocated in i ts financial statements in accordance with such Selling Party ’s accounting principles, for : ( a ) discounts ( including trade, quantity and cash d iscounts ) actually allowed, cash and non - cash coupons, retroactive price reductions, and charge - b ack payments and rebates granted to any Third Party ( including to governmental entities or agencies, pu rchasers, reimbursers, customers, distributors, who lesalers, and group purchasing and managed care organizations or entities ( and other similar entities and instit utions ) ) ; ( b ) credits or allowances, if any, on account of pr ice adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold ( inc luding Licensed Product returned in connection with recalls or withdrawals ) and amounts written off by reason of u ncollectible debt ; provided, that, if the debt is t hereafter paid, the corresponding amount shall be added to th e Net Sales of the period during which it is paid ; ( c ) rebates ( or their equivalent ), administrative f ees, chargebacks and retroactive price adjustments and any other similar allowances granted by a Selli ng Party ( including to governmental authorities, pu rchasers, reimbursers, customers, distributors, wholesalers, and managed care organizations and entities ( and ot her similar entities and institutions ) ) which effectively reduc ed the selling price or gross sales of the Licensed Product ; ( d ) insurance, customs charges, freight, postage, s hipping, handling, and other transportation costs incurred by a Selling Party in shipping Licensed Pr oduct to a Third Party ; ( e ) import taxes, export taxes, excise taxes ( inclu ding annual fees due under Section 9008 of the United States Patient Protection and Affordable Car e Act of 2010 ( Pub . L. No . 111 - 48 ) and other compar able laws ), sales tax, value - added taxes, consumption ta xes, duties or other taxes levied on, absorbed, det ermined and/or imposed with respect to such sales ( excludin g income or net profit taxes or franchise taxes of any kind ) ; and 3 ( f ) reasonable discounts due to factoring of receiv ables owed by account debtors identified by the Selling Party as habitually failing to adhere to cu stomary payment terms, which discounts are incurred consistent with the Selling Party ’s practices with respect to the Selling Party ’s other pharmaceutical products s old to such account debtors ; provided, that, such discounts are then applied as a result of factoring of receivabl es in a manner consistent with the accounting principles ap plied by the Selling Party and reflected in the Sel ling Party ’s financial statements for non - Licensed Product sales to the same account debtors