definiens: means the gross amount billed or invoiced by or f or the benefit of [COMPANY], its Affiliates, and its sublicensees to Third Parties with respect to a Licensed Product, less the following deduction s, as allocable to such Licensed Product ( if not previous ly deducted from the amount invoiced ): ( a ) normal and customary cash, trade or quantity di scounts, allowances, and credits allowed, in the form of deductions or fees actually allowed with re spect to sales of such Licensed Product, excluding commissions for Commercialization of such Licensed Product ; ( b ) charge - back payments, rebates, administrative f ees, and discounts ( or equivalents thereof ) payable to trade customers, managed health care org anizations, pharmacy benefit managers ( or equivalen ts thereof ), group purchasing organizations, specialty pharmacy providers, federal, state / provincial, loc al, or other governments, or their agencies or purchasers or rei mbursers ; ( c ) retroactive price reductions or credits actuall y granted upon rejections or returns of such Licensed Product, where such adjustments are limite d to recalls or damaged goods, billing errors, rese rves for returns, and the actual amount of any write - offs fo r bad debt ; ( d ) outbound freight, shipment and insurance costs, to the extent included in the price and separately itemized on the invoice price ; ( e ) taxes ( other than income taxes assessed against the income arising from the sale of such Licensed Product ), duties, tariffs, mandated contri bution or other governmental charges imposed on the sale of such Licensed Product, including customs duties, VA T ( but only to the extent that such VAT are not reimbursable or refundable ), excise taxes, use taxe s and sales taxes, in each case to the extent inclu ded in the price and separately itemized on the invoice price ; - 7 - CONFIDENTIAL ( f ) compulsory payments and cash rebates related to sales of such Licensed Product payable to a Governmental Authority ( or agent thereof ) pursuant to applicable Law by reason of any national or loca l health insurance program or similar program, including gov ernment - levied fees resulting from healthcare refor m policies and annual fees paid pursuant to the Patie nt Protection and Affordable Care Act ( ), provided that such ACA annual fees shall be reasonably allocable to the Licensed Product ; and ( g ) amounts payable to patients through co - pay assi stance cards or similar forms of rebate directly related to the prescribing of such Licensed Product