definiens: means the gross amounts invoiced by [COMPANY], its Affiliates or sublicensees for sales of the Product in the Territory by [COMPANY], its Affiliates, or its sublicensees, as applicable, to a Third Party in a bona fide arm 's length transaction, less the following items : ( a ) discQunts, 15872.28 - 453365 v5 4 jncluding cash discounts . trade discounts . quantity discounts, prompt payment discounts, charge - back rm ~ nts an~ re ates rallied to JIDl.naged heal1h care or oi mtionlJR .. iQ t : ed .. ~t;,a.l, state and local governments, their agencies, and purchasers and reimbursers or to trade customers . including but not limited to . wholesalers and chain and pharmacy buying groups, and bona fide allowances actually allowed or granted from the billed amount with respect to the Product in question, proyided such allowances are not consideration for or a q.uid_pt;,o_q.u ~ L1 : ~I ~ tjl}g to a product unrelated to a Product . ( b ) credits . refunds, rebates or ~Jlo · es ctuall ranted upon rejecti(ms or rdw'ns of the ProrJuc including !, ecalls~ Jaxes,_tariffs_and similar obligations, duties or other governmental charges ( other than income or corporation taxes ) levied on, absorbed or otherwise imposed on sales of the Product in the Territory as shown separately on the invoice . ( d ) shipping and insurance, charges actually .aid by the customer and separatel y shown on the iny"ice . an ' ( e ) Dny import or export duties, tariffs, or similar charges incurred with respect to the import or export of a Product into or out of a country in the Territory . Net Sales shall not include Sublicense Revenue nor any sales or transfers of Products by [COMPANY] or its Affiliates to Affiliates or sublicensees pursuant to manufacturing or distribution agreements where such Afmiate or sublicensee will ultimately sell such Product and such amounts received in connection with sale will be included in Net Sales or result in the payment of Sublicense Revenue . as applicable