definiens: means the gross amount invoiced to Third Parties or received from Third Parties without priorinvoice, in either case by [COMPANY], its Affiliates, or any of their licensees for the sale of a Licensed Product, less : ( a ) trade, quantity and cash discounts allowed ; ( b ) commissions, discounts, refunds, rebates ( including federal, state or local governmentrebates ), chargebacks, retroactive price adjustments, all to the extent allowed ; ( c ) refunds or credits for actual returns of aLicensed Product ; ( d ) any tax imposed on the production, sale, delivery or use of a Licensed Product, including sales, use, exciseor value added taxes, other than income taxes ; ( e ) freight and insurance costs included in the gross amount invoiced ; ( f ) areasonable allowance for distribution expenses ; and ( g ) actual write - offs of uncollectible accounts receivable