definiens: means the amount invoiced or otherwise billed by [COMPANY] - Aventis or its Affiliate or sublicenseefor sales or other commercial disposition of a Product to a Third Party purchaser, less the following to the extentincluded in such billing or otherwise actually allowed or incurred with respect to such sales : ( a ) discounts, includingcash, trade and quantity discounts, price reduction programs, retroactive price adjustments with respect to sales of aProduct, charge - back payments and rebates granted to managed health care organizations or to federal, state andlocal governments ( or their respective agencies, purchasers and reimbursers ) or to trade customers, including but notlimited to, wholesalers and chain and pharmacy buying groups ; ( b ) credits or allowances actually granted uponrejections or returns of Products, including for recalls or damaged goods ; ( c ) freight, postage, shipping and insurancecharges actually allowed or paid for delivery of Products, to the extent billed ; ( d ) customs duties, surcharges andother governmental charges incurred in connection with the exportation or importation of a Product ; ( e ) bad debtsrelating to sales of Products that are actually written off by [COMPANY] - Aventis in accordance with IFRS, consistentlyapplied, during the applicable royalty calculation period ; and ( f ) taxes, duties or other governmental charges levied on, absorbed or otherwise imposed on sale of Products, including value - added taxes, or other governmental chargesotherwise measured by the billing amount, when included in billing, as adjusted for rebates and refunds, butspecifically excluding taxes based on net income of the seller ; provided that all of the foregoing deductions arecalculated in accordance with IFRS