definiens: means the gross amount invoiced by or on behalf of [COMPANY], itsAffiliates and their respective Sublicensees for sales of [COMPANY] Products in the Territory ( otherthan sales among [COMPANY], its Affiliates or Sublicensees for subsequent resale, in which casethe first sale to a Third Party that is not a Sublicensee or an Affiliate of a Sublicensee shall beused for calculation of Net Sales ), less the following deductions if and to the extent they are ( i)included in the gross invoiced sales price of [COMPANY] Products or otherwise directly incurredby [COMPANY], its Affiliates and their respective Sublicensees with respect to the sale ofAvalanche Products, and ( ii ) not otherwise deducted in computing other amounts hereunder : ( a)Voluntary rebates, quantity and cash discounts, and other discounts to customers, [ * ] ( b ) taxes(except income taxes ) and tariffs or duties paid, absorbed or allowed which are directly related tothe sale of [COMPANY] Products, ( c ) credits, allowances, discounts and rebates to, andchargebacks for, spoiled, damaged, out - dated, rejected or returned [COMPANY] Products(including in connection with [COMPANY] Product withdrawals, expired [COMPANY] Product andAvalanche Product recalls ), ( d ) actual freight and insurance costs, including without limitation thecosts of export licenses, shipping, postage and handling charges, incurred in transportingAvalanche Products to customers, ( e ) discounts, retroactive price reductions, rebates or otherpayments required by government entities, government regulations, or Applicable Law, includingany governmental medical assistance programs, and ( f ) customs duties, surcharges and othergovernmental charges incurred in connection with the exportation or importation of AvalancheProducts