definiens: means the amount invoiced or otherwise billed by [COMPANY] or its Affiliate or sublicensee for sales or othercommercial disposition of a Product to a Third Party purchaser, less the following to the extent included in such billing orotherwise actually allowed or incurred with respect to such sales : ( a ) discounts, including cash, trade and quantity discounts, price reduction programs, retroactive price adjustments with respect to sales of a product, charge - back payments and rebatesgranted to managed health care organizations or to federal, state and local governments ( or their respective agencies, purchasers and reimbursers ) or to trade customers, including but not limited to, wholesalers and chain and pharmacy buyinggroups ; ( b ) credits or allowances actually granted upon rejections or returns of Products, including for recalls or damagedgoods ; ( c ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Products, to the extentbilled ; ( d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation orimportation of a Product ; ( e ) bad debts relating to sales of Products that are actually written off by [COMPANY] in accordance withGAAP during the applicable calculation period ; ( f ) costs due to the factoring of receivables ; and ( g ) taxes, duties or othergovernmental charges levied on, absorbed or otherwise imposed on sale of Products, including value - added taxes, or othergovernmental charges otherwise measured by the billing amount, when included in billing, as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the seller ; provided that all of the foregoing deductions are calculatedin accordance with generally accepted accounting principles consistently applied throughout the Party ’s organization