definiens: shall mean the gross amount invoiced by Dynavax or Sublicensee ( if applicable ) for the sale or other disposition to an unaffiliated third party of Vaccines, less the following deductions for amounts actually incurred or allowed related to the sale or other disposition : ( a ) trade, cash and quantity discounts ( including volume discounts ), credits and rebates, and c redits, rebates and allowances and adjustments for rejections, recalls or returns ( not in excess of the selling price of the Vaccine ) ; and ( b ) freight, insurance, sales, use, excise, value -added and similar taxes or duties imposed on the sale and included in the gross amount invoiced ; and 2 ( c ) reasonable and customary reba tes actually granted to managed health care organizations, federal, state, or local governments ( or their agencies ), and managed health organizations ( including Medicaid rebates ) ; and ( d ) amounts debited on account of specific bad debts with respect to Net Sales previously invoiced, determined in accordance with the selling Party 's normal accounting procedu res consistently applied within and across its pharmaceutical or biopharmaceutical operating unit