definiens: means gross sales of Product by ALS, by any Affiliates of ALS, or by anysublicensees of ALS, to unrelated third parties, in arm ’s length transactions, including, but not limited to, pharmaceuticalwholesalers, managed healthcare organizations, pharmacies, hospitals or dispensing physicians, less any of the followingcharges or expenses that are incurred in connection with gross sales of the Product to such entities / personsduring the Term : ( a ) discounts, including cash discounts, customary trade allowances or rebates actually taken, governmental rebates, chargebacks, and group purchasing management fees of up to threepercent ( 3 % ) for formulary access ; ( b ) credits or allowances given or made for rejection, recall or return of previously soldProduct actually taken ; ( c ) any tax or government charge, duty or assessment ( including any tax such as a valueadded or similar tax or government charge ) levied on the sale, transportation or deliveryof Product when included on the invoice or other written document between the parties aspayable by the purchaser and collectable by ALS, its Affiliate or sub - licensee ; and ( d ) freight, postage, transportation, insurance and duties on shipment of Product whenincluded on the invoice or other written document between the parties as payable by thepurchaser and collectable by ALS, its Affiliates or sublicensees