definiens: means the gross amounts invoiced by Licensee and its Affiliates andSublicensees for sales of Product to Third Parties in the License Territory during the RoyaltyTerm, less the following deductions to the extent actually taken:(a)bad debts and uncollectable invoiced amounts relating to sales of theProduct that are [ * * * ] in accordance with the Accounting Standards, consistently applied;provided, that any [ * * * ] will be included in the current Net Sales calculation ; provided further thatLicensee shall act in good faith to ensure that any write - offs for bad debt and uncollectableamounts for Licensee customers [ * * * ] ; ( b)sales returns and allowances actually paid, granted or accrued, includingtrade, quantity and cash discounts and other adjustments, including those granted on account ofprice adjustments, returns, rebates, chargebacks or similar payments granted or given towholesalers or other institutions;(c)adjustments arising from consumer discount programs or other similarprograms;(d)clawback taxes, customs or excise duties, valued - added taxes, salestaxes, consumption taxes and other taxes ( except income taxes ) or duties relating to sales, anypayment in respect of sales to any Governmental Authority, or with respect to any governmentsubsidized program or managed care organization, each to the extent applicable and not alreadyreflected in the amount invoiced ; and(e)freight, insurance and transportation costs for the Product to the extentincluded in the amount invoiced