definiens: means, with respect to any Product, the gross amo unts invoiced by a Party or its Affiliates or sublicensees for sales of, or the per formance of any services ( including preliminary tre atments or follow - up treatments ) related to, such Product ( or any component thereof ) to a Third Party, less : ( a ) reasonable credits or allowances, if any, on ac count of price adjustments, recalls, rejection or return of items previously sold ; ( b ) import taxes, export taxes, excises, sales taxe s, value added taxes, consumption taxes, duties or other taxes imposed upon and paid with respect to s uch sales ( excluding income or franchise taxes of a ny kind ) ; ( c ) trade, quantity and cash discounts actually all owed ; and ( d ) governmental or commercial rebates, wholesaler fees, administrative fees to managed care, group purchasing and other similar institutions, chargeba cks and retroactive price adjustments and any other similar allowances which effectively reduce the selling pri ce