definiens: shall mean the gross amount invoiced for salesof the Product in the Territory by [COMPANY], its Affiliates, and their respectivesublicensees, to Third Parties that are not Affiliates or sublicensees of theselling party ( except where such Affiliates or sublicensees are end users ), lessthe following items, as allocable to the Product ( if not previously deductedfrom the amount invoiced or separately invoiced ) and each as consistentlyapplied by [COMPANY] to its products : ( a ) the amounts actually allowed as volume orquantity discounts, ( b ) rebates ( including price reductions, rebates to socialand welfare systems, chargebacks or reserves for chargebacks, cash rebateincentives, government mandated rebates and similar types of rebates, forexample, Pharmaceutical Price Regulation Scheme, Medicaid ), ( c ) returns andreturn reserves, if applicable ( including allowances actually given for spoiled, damaged, out - dated, rejected, or returned Product, withdrawals and recalls ) ; and(d ) taxes, duties or other government tariffs, including value added or salestaxes, government mandated exceptional taxes and other taxes directly linked tothe gross sales amount ( other than income taxes )