definiens: means the gross amounts invoiced for commercial sal es of Licensed Products by [COMPANY], its Affiliates, and its Sublicensees ( in f inal form for end use, but exclusive of inter - compa ny transfers ), less the following deductions from such invoiced am ounts which are actually incurred or accrued : 5.1.1.1 sales deductions, including cash discounts, volume rebates, mandatory discounts, and normal and customary trade, quantity or prompt sett lement discounts ( including chargebacks and allowan ces ) actually allowed ; 5.1.1.2 amounts repaid or credited by reason of rej ection, returns or recalls of goods, cash based incentives, rebates or bona fide price reduct ions determined by the party in good faith ; 5.1.1.3 chargebacks and rebates, including those gr anted to managed health care organizations, hospitals, wholesalers, buying group s, retailers or to federal, state / provincial, local and other governments, their agencies and purchasers and reim bursers