definiens: means the gross amount invoiced by Censa and/or its Affiliates and/or subl icensees on account of sales of the Product to Third Parties ( including without limitation Third Party distributors and wholesalers ), less the total of : ( a ) Trade, cash, quantity or other discounts not already reflected in the invoice price ; ( b ) Excise, sa les and other consumption taxes ( including VAT on the sale of the Product ) and custom duties to the extent included in the invoice price ; ( c ) Freight, insurance and other transportation charges to the extent included in the invoice price ; ( d ) Amounts repai d or credited by reason of rejections, defects, recalls or returns or because of chargebacks, retroactive price reductions, refunds or billing errors ; and ( e ) Compulsory payments and rebates directly related to sales of the Product, accrued, paid or deduct ed pursuant to agreements ( including, but not limited to, managed care agreements ) or governmental regulations