definiens: shall mean the gross amount invoiced for sales of a Product by [COMPANY], or its Affiliates in arm 's length sales to Third Parties in the Applicable Territory, commencing with the First Commercial Sale, less the following deductions from such gross amounts which are actually incurred, allowed, accrued or specifically allocated : ( a ) credits or allowances for damaged products, returns or rejections of Products and retroactive price reductions ; ( b ) normal and customary trade, cash and quantity discounts, allowances and credits ; ( c ) chargeback payments and rebates ( or the equivalent thereof ) granted to managed health care organizations or to federal, state / provincial, local and other governments, including their agencies, or to trade customers ; ( d ) commissions paid to Third Parties other than sales personnel, sales representatives and sales agents ; ( e ) the allocation of freight, postage, shipping, insurance and other transportation ; ( f ) sales, value - added, and excise taxes, tariffs and duties, and other taxes directly related to the sale ( but not including taxes assessed against the income derived from such sale )