definiens: means the gross amount invoiced for sales of Product by Buyer or its Affiliates or Sublicensees to ThirdParties, less the following deductions from such gross amounts to the extent attributable to such Product and to the extentactually incurred, allowed, accrued or specifically allocated:(a ) trade, cash and quantity discounts actually given, credits, price adjustments or allowances actually grantedcustomers for damaged products, returns or rejections of Products ; 8.(b ) chargeback payments and rebates ( or the equivalent thereof ) for the Product granted to group purchasingorganizations, Third Party payors ( including managed health care organizations ) or federal, state / provincial, local and othergovernments, including their agencies, or to trade customers;(c ) reasonable and customary freight, shipping insurance and other transportation charges directly related to the saleof the Product separately stated on the invoice to the Third Party ; and(d ) 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 Product and actually borne by Buyer or itsAffiliates, Sublicensees or distributors without reimbursement from any Third Party ( but not including taxes assessed againstthe income derived from such sale);all as determined in accordance with GAAP on a basis consistent with Buyer ’s annual audited financial statements