definiens: means, with respect to a Product, the gross amounts received by Purchaser, its Affiliates or its or their sublicensees in respect of sales or dispositions of Products to Third Parti es ( or Affiliate end - users ), in each case less the following deducti ons : ( a ) Trade, cash and/or quantity discounts actually allowed and taken directly with respect to such sales ; ( b ) Tariffs, duties, excises, sales taxes or other taxes imposed upon and paid directly with respect t o the production, delivery, sale or use of the Produc t and included and separately stated in the applica ble invoice ( excluding national, state or local taxes based on income ) ; ( c ) Freight, insurance and other transportation cha rges incurred in shipping a Product to Third Parties included and separately stated in the appli cable invoice ; ( d ) Any reasonable and customary chargebacks or reb ates, including without limitation, cash, governmental and managed care rebates and hospital or other buying group chargebacks to the extent act ually granted ; ( e ) Amounts repaid or credited to such Third Partie s for returned, rejected, recalled or damaged Product ; and ( f ) Retroactive price reductions imposed by Governm ental Authorities or Regulatory Authorities with respect to invoiced amounts