definiens: means the gross amount invoiced by the licensee o r its Related Parties in arms- length sales of a Product in the Field to a Third Party, less the following cust omary and commercially reasonable deductions, determined in accordance with U.S. gene rally accepted accounting principles and internal policies and actually taken, paid, accrued, allocat ed, or allowed base d on good faith estimates : ( a ) trade, cash and/or quantity discounts, allowances, and credits, excluding commissions for commercialization ; ( b ) excise taxes, use taxes, tariffs, sales taxe s and customs duties, and/or other government charges imposed on the sale of Product ( including VAT, but only to the extent that such VAT taxes are not reimbursable or refundable ), specifically excluding, for clarity, any income taxes assessed against the income arising from such sale ; ( c ) compulsory or negotiated payments and cash rebates or other expenditures to governmental authorities ( or designated beneficiaries thereof ) i n the context of any national or local health insurance programs or similar programs ; including, but not limited to, pay - for- performance agreements, risk sharing agreements as well as gove rnment levied fees as a result of the Affordable Care Act ; ( d ) rebates, chargebacks, administrative fees, and disc ounts ( or equivalent thereof ) to managed health care organi zations, group purchasing organizations, insurers, pharmacy benefit managers ( or equivalent thereof ), specialty pharmacy providers, governmental authorities, or their agencies or purchasers, reimbursers, or trade customers, as wel l as amounts owed to patients through co- pay assistance cards or similar forms of rebate to the extent the latter are directly related to the prescribing of the Product ; ( e ) outbound freight, shipment and insurance cos ts to the extent included in the price and separate ly itemized on the invoice price ; 6 ( f ) retroactive price reductions, credits or allowances actually granted upon claims, rejections or returns of Product, including for recalls or damage d or expired goods, billing errors and reserves for returns ; ( g ) any invoiced amounts which are not collected by the selling party or its Affiliates, including bad debts ; and ( h ) any deductions in the context of payments that are due or collected significantly after invoice issuance