definiens: means the gross amount invoiced on sales of the Licensed Product by a Party, its Affiliates orSublicensees to any Third Party, less the following reasonable deductions to the extent included in the gross invoiced salesprice for the Licensed Product or otherwise directly paid, allowed, accrued, or incurred by such Party, its Affiliates orSublicensees with respect to the sale of such Licensed Product:(i ) reasonable, normal and customary trade, cash and quantity discounts actually given ; coupons for pricereductions, actually taken ; credits, price adjustments or allowances for damaged products, recalls, returns or rejections ofproducts;(ii ) reasonable price adjustments, allowances, credits, chargeback payments and rebates ( or the equivalent thereof)for the Licensed Product granted to and actually used by group purchasing organizations or other buying groups, managed health care organizations, pharmacy benefit management companies, health maintenance organizations and anyother providers of health insurance coverage, health care organizations or other health care institutions ( includinghospitals ), Third Party health care administrators or patient assistance or other similar programs, or to federal, state / provincial, local and other governments, including their agencies, or to wholesalers, distributors or other tradecustomers;(iii ) reasonable and customary freight, shipping, insurance and other transportation expenses ( if actually borne bysuch Party or its Affiliates or Sublicensees without reimbursement from any Third Party);(iv ) required distribution commissions / fees payable to Third Party wholesalers for distribution of Licensed Product;(v ) sales, value - added, excise taxes, tariffs and duties, and other taxes and government charges directly related to thesale, to the extent that such items are included in the gross invoice price of the Licensed Product and actually borne bysuch Party, its Affiliates or Sublicensees without reimbursement from any Third Party ( but not including taxes assessedagainst the income derived from such sale ) ; and 10(vi ) a reasonable amount for bad debts actually written off which are attributable to sales of Licensed Product not toexceed [ * * ] of Net Sales