definiens: means the gross invoiced sales amount of Licensed Products billed by a licensee or its Affiliates orsublicensees, in each case to independent Third Parties, including to distributors and end - users, for the sale orother commercial disposition of Licensed Products in the Territory, less the following items as applicable tosuch Licensed Products to the extent actually taken or incurred with respect to such sale ( the ) and all in accordance with standard allocation procedures, allowance methodologies andaccounting methods consistently applied, in accordance with GAAP / IFRS as appropriate ( except as otherwiseprovided below ): ( a)credits or allowances for returns, rejections or recalls ( due to spoilage, damage, expiration of useful lifeor otherwise ), retroactive price reductions or billing corrections ; ( b)separately itemized invoiced freight, postage, shipping and insurance, handling and othertransportation costs ; ( c)sales, use, value added and other similar taxes ( excluding income taxes ), tariffs, customs duties, surcharges and other governmental charges levied on the production, sale, transportation, delivery oruse of the Licensed Products in the Territory that are incurred at time of sale or are directly related tothe sale ; ( d)any quantity, cash or other trade discounts, rebates, returns, refunds, charge backs, fees, credits orallowances ( including amounts incurred in connection with government - mandated rebate and discountprograms, Third Party rebates and charge backs, and hospital buying group / group purchasingorganization administration fees and payor organizations ), distribution fees, sales commissions paid toThird Parties, retroactive price reductions and billing corrections ; and ( e)deductions for bad debts