definiens: means the gross amount invoiced for sales of Licensed Product by [COMPANY] and/or its Affiliates orSublicensees to Third Parties, less the following deductions from such gross amounts to the extent attributable to suchLicensed Product and to the extent actually incurred, allowed, accrued or specifically allocated:(a ) trade, cash and quantity discounts actually given, credits, price adjustments or allowances actually grantedcustomers for damaged Licensed Products, returns or rejections of Licensed Products;(b ) chargeback payments and rebates ( or the equivalent thereof ) for the Licensed Products granted to grouppurchasing organizations, Third Party payors ( including managed health care organizations ) or federal, state / provincial, local and other governments, including their agencies, or to trade customers;(c ) reasonable and customary freight, shipping, insurance and other transportation charges directly related tothe sale of the Licensed Products separately stated on the invoice to the Third Party ; and(d ) sales, value added, excise taxes, tariffs and duties, and other taxes and government charges directly relatedto the sale, to the extent that such items are included in the gross invoice price of the Licensed Products andactually borne by [COMPANY] or its Affiliates, Sublicensees or distributors without reimbursement from any ThirdParty ( but not including taxes assessed against the income derived from such sale);all as determined in accordance with U.S. GAAP on a basis consistent with [COMPANY] ’s annual audited financial statements