definiens: shall mean the gross amount i nvoiced by [COMPANY], its Affiliates, and sublicensees, as the case may be, f or sales of a Licensed Product to non - Affiliated third parties, less ( a ) d iscounts, including cash discounts, quantity discounts, prompt payment disco unts, charge - back payments and rebates granted to managed health care organiza tions or to federal, state and local governments, their agencies, and purchase rs and reimbursers or to trade customers, including but not limited to, whol esalers and chain and pharmacy buying groups, retroactive price reduction s or allowances actually allowed or granted from the billed amount with resp ect to the licensed Product in question, ( b ) credits or allowances actually gra nted upon claims, damaged goods, rejections or returns of Licensed Products, including recalls, regardless of the party requesting such, ( c ) freight, postage, shipping and insurance charges actually allowed or paid for Licensed Produ ct, ( d ) commissions paid to third parties, ( e ) allowances for bad debt and ( f ) taxes, duties or other governmental charges levied or otherwise imposed on sale of Licensed Products, including without limitation value - added taxes, or other governmental charges otherwise measured by the billing amount, when incl uded in billing, as adjusted for rebates and refunds