definiens: . Net Sales means the gross price invoiced by BAXTER, its Affiliates or its sublicenseesin connection with the sale or other transfer for value of a Licensed Product in the Licensed Territory ; less thefollowing items ( as they apply specifically to the Licensed Product ) to the extent actually incurred or reasonablyaccrued and to the extent not separately invoiced or already deducted from the amount invoiced:(a ) trade, cash or quantity discounts actually allowed or taken;(b ) governmental customs, duties, sales and similar taxes ( including, for the avoidance of doubt, valueadded or import / export taxes, sales taxes and excise taxes but excluding taxes based on income ), if any, imposed onthe Licensed Product, to the extent directly related to such sale with respect to such sale;(c ) amounts actually allowed or credited by reason of rejections, return of goods ( including as a result ofrecalls ), any retroactive price reductions or allowances specifically identifiable as relating to the Licensed Product(including those resulting from inventory management or similar agreements with wholesalers ) ; 8CONFIDENTIAL EXECUTION VERSION ( d ) amounts incurred resulting from government mandated rebate programs, including programs mandated byany agency thereof;(e ) rebates actually given to a Third Party specifically for Licensed Product;(f ) freight, postage, shipping and applicable shipping insurance charges, to the extent same are separatelyitemized in the invoice price and charged to the buyer;(g ) patient discount programs, administrative fees and chargebacks or similar price concessions related tothe sale of the Licensed Product ; and(h ) price concessions either mandated or negotiated with commercial or governmental payers;provided, however, that any rebate to BAXTER, gift, excess payment on other compounds or similar compensationreceived by BAXTER from a Third Party whether in the applicable country or any other and whether intended to beapplicable to Licensed Product or not shall be added to Net Sales