definiens: of Licensed Products shall mean the gross sales price billed by BUKWANG, its Affiliates or sublicensees to independent customers less ( to the extent actually paid, given or allowe d, as appropriate, without duplication and in direct conn ection to the sales of Licensed Product ): ( a ) norma l and customary trade, quantity and cash discounts, all r ebates ( including those paid to third party payors ), price reductions, reimbursements, credits or chargebacks, including any credits, volume rebates, charge - back and prime vendor rebates, or reimbursements granted or given to wholesalers and other distributors, buying groups, health care insurance carriers, phar macy benefit management companies, health maintenance organizations or other institutions or health care organizations ; ( b ) sales, value added, use, or other similar taxes, and tariffs, custom duty, exci se or other duty and any other official governmenta l charges ; ( c ) transportation, freight, insurance and handling charges ; ( d ) adjustments, allowances or c redits ( calculated on a per unit basis ) to customers, incl uding on account of price adjustments, official governmental requirements, billing errors, rejectio n, damage, recalls, or returns ( including allowance s actually given for spoiled damaged, out - dated, reje cted, returned Licensed Product sold, withdrawals a nd recalls ) of such Licensed Product ; and ( e ) rebates or like payments paid in connection with sales of Licensed Products to any governmental or regulatory authority in respect of any state or federal Medic are, Medicaid, P.P.R.S., or similar programs or to socia l or welfare systems, all determined in accordance with U.S. GAAP . For purposes hereof, a sale shall be dee med to occur when a Licensed Product is billed