definiens: , Net Sales means, with respect to the Licensed Product, the gross amount invoiced by MERRIMACK, its Affiliates or its sublicensees on sales oftbe Licensed Product to J1on ~ subhceJ1sce Third Party customcrs in the MERRIMACK Territory, less the following deductions : ( a ) Trade, eash or quantity discounts actually allowed and taken directly with respect to such sales, and amounts repaid or credited by reason of rebates, chargebacks and 8 At ' ) JVFI)~ 71 ' l54 < liJ\'1 CONFIDENTIAL EXECUTION COPY retroactive price reductions, in each case to the extent such discount, repayment and credit amounts are included in the amount invoiced ; ( b ) Tariffs ) duties, excises, sales taxes or other taxes imposed upon and paid directly with respect to the production, sale, delivery or use of the Licensed Product ( excluding taxes based on the income or profits of the selling party ), to the extent such amounts are included in the amount invoiced, that are actually bome by the selling party without reimbursement from a Third Party ; ( c ) Amounts repaid Or credited by reaSOn of rejections, defects, recalls or returns or because of refunds : ( d ) Price concessions either mandated or negotiated with commercial or governmental payers ; ( e ) Invoiced amounts that MERRIMACK, its Affiliates or sublicensees wl1te off as uncollectible ( provided that the relevant selling party follows commercially reasonable invoicing and collections processes and, if any such written off amounts are subsequently collected, such collected amounts shall thereupon be included in Net Sales ) ; and ( f ) Freight, insurance and other transportation chJrges incurred in shipping the Licensed Product to Third Parties, to the extent such amounts are included in the amount invoiced