definiens: shall mean the gross amounts invoiced by Licensee, its Affiliates and/or its Sublicensees on all sales of Licensed Products to third parties, in an arms - leng th transaction ( excluding any sales among the Licensee, its Affili ates and any Sublicensee of the Licensee or the Lic ensee ’s Affiliates but including any downstream sales by an y of them to a distributor or end - user customer ) le ss the following amounts, to the extent actually incurred or accrued by Licensee, its Affiliates and/or Subli censees in accordance with generally accepted accounting princ iples consistently applied, and not reimbursed by s uch third party, provided that any given amount may be taken as a permitted deduction only once : ( a ) reasonable and customary rebates, chargebacks, quantity, trade and similar discounts, credits and allowances and other price reductions reasonabl y granted, allowed, incurred or paid in so far and only to the extent that they are actually applied to sales of t he Licensed Product ; ( b ) discounts ( including cash discounts and quantit y discounts ), coupons, retroactive price reductions, charge back payments and rebates grante d to managed care organizations or to federal, stat e and local governments, or to their agencies ( including, but n ot limited to, payments made under the new and the specific to the Licensed Product ), in each case, as actually ap plied to sales of the Product and actually given to customers ; ( c ) reasonable and customary credits and allowances actually taken upon rejection, return or recall of the Licensed Product ; ( d ) reasonable and customary freight and insurance costs incurred with respect to the shipment of the Licensed Product to customers, in each case if charged separately and invoiced to the customer, and only to the extent such freight and insurance costs are inc luded in the gross amount invoiced ; ( e ) customs duties, surcharges and other similar go vernmental charges incurred in connection with the exportation or importation of the Licensed Product only to the extent included in the gross a mount invoiced ; ( f ) sales, use, value - added, excise and other simil ar taxes ( excluding income Taxes ), to the extent such taxes are actually incurred and not rei mbursed, refunded, or credited under a tax authorit y, and that portion of annual fees due under Section 9008 of th e United States Patient Protection and Affordable C are Act of 2010 ( Pub . L. No . 111 - 48 ) and any other fee imposed by any equivalent applicable law, in each of the f oregoing cases, that Licensee allocates to sales of the Lice nsed Product in accordance with Licensee ’s standard policies and procedures consistently applied across its prod ucts, as adjusted for rebates and refunds, imposed in connection with the sales of the Licensed Product t o any third party, to the extent such taxes are not paid by the third party ; and ( g ) actual uncollectible debt amounts with respect to sales of the Licensed Product, provided that if the debt is thereafter paid, the correspond ing amount shall be added to the Net Sales of the p eriod during which it is paid