definiens: means, with respect to any Licensed Product, the gr oss amounts invoiced by [COMPANY] or any of its Affiliates or sublicensees for sales of such Li censed Product to unaffiliated Third Party purchase rs in arms - length transactions, less the following deductions calculated in accordance with GAAP, to the extent a ctually taken, paid, accrued and allowed : ( a ) cash, trade or quantity discounts, retroactive price reductions, coupons, charge - back payments, an d rebates granted ( in each case, whether in cash or in kind ) to trade customers, hospitals, managed health care organizations, pharmaceutical benefit managers, group purchasing o rganizations, and national, state, or local governm ents ; ( b ) credits, rebates or allowances allowed upon pro mpt payment or on account of claims, damaged goods, rejections or returns of such Licensed Product, inc luding in connection with recalls and withdrawals, and the amount of any write - offs for bad debt ( provided, th at an amount written off as bad debt but subsequent ly recovered will be treated as Net Sales ) ; ( c ) outbound freight, shipment and insurance costs, to the extent included in the price and separately itemized on the invoice price ; ( d ) taxes ( other than income taxes ), duties, tariff s, mandated contribution or other governmental char ges levied on the sale of such Licensed Product, including Val ue - Added Taxes ( ), customs duties, healthcare taxes, excise taxes, use taxes, and sales taxes ; 16 [ * * ] = Portions of this exhibit have been omitted p ursuant to a confidential treatment request . An unredacted version of this exhibit has been filed s eparately with the Commission