definiens: means the gross amount received by Surviving Corporation, Acquiror, and/or any affiliate, sublicensee or successor in interest of either Surviving Corporation or Acquiror based upon the sale or other commercial disposition, during the applicable period, of any product containing Ceftaroline to unaffiliated third parties that are not sublicensees of the selling party, less the following deductions or allowances : ( a ) reasonable trade, quantity, or cash discounts, customary discounts ( including, for this purpose, discounts provided by means of chargebacks or rebates ) actually granted to managed health care organizations, national, state or local governments ( or their agencies, including, as to the United States, Medicare plans and comparable programs in other countries ), and managed health organizations ( including without limitation Medicaid rebates ) ; ( b ) sales, use, value added, inventory, and excise taxes, import and customs duties, tariffs and any other similar taxes, duties, tariffs or other governmental charges ( but excluding income taxes ) directly imposed on the sales of the Product ; ( c ) reasonable freight, insurance, packaging costs and other transportation charges ; and ( d ) amounts actually repaid or credits taken by reason of rejections, outdating, defects or returns or because of retroactive price reductions or due to recalls or government laws or regulations requiring rebates ; all of the above calculated in accordance with Generally Accepted Accounting Principles consistently applied and with the revenue and expense recognition policies of Acquiror consistently applied throughout its business