definiens: , shall mean the amount of gross sales of theLicensed Product invoiced by the Commercializing Party, its Affiliates and its Licensee Partners to Third Parties lessdeductions of returns and return reserves ( including allowances actually given for spoiled, damaged, out - dated, rejected, returned Licensed Product sold, withdrawals and recalls ), rebates and rebate reserves ( to the extentconsistently applied by the Commercializing Party to its products ), price reductions, rebates to managed careorganizations or social and welfare systems, charge backs or reserves for chargebacks, cash sales incentives ( butonly to the extent it is a sales related deduction which is accounted for within the Commercializing Party on a product - by - product basis ), cash discounts, government mandated rebates and similar types of rebates ( e.g., PharmaceuticalPrice Regulation Scheme, Medicaid, each as consistently applied by Commercializing Party to its products ), volume(quantity ) discounts, taxes ( value added or sales taxes, government mandated exceptional taxes and other taxesdirectly linked to the gross sales amount )