definiens: shall mean : ( i)with respect to sales by OREXIGEN or its AFFILIATES during a particular time period, the total amountsinvoiced to THIRD PARTIES by OREXIGEN or its AFFILIATES for sale or other distribution of LICENSEDPRODUCTS made during such time period to THIRD PARTIES in the TERRITORY, less the followingdeductions to the extent actually allowed or incurred with respect to such sales : ( a)sales returns and allowances, including trade, quantity and cash discounts and any other adjustments, including those granted on account of price adjustments, billing errors, rebates, chargeback rebates, fees, reimbursements or similar payments actually granted or given to wholesalers or other distributors, buying groups, healthcare insurance carriers or other institutions, federal, state, or local government andthe agencies, and reimbursers of managed health organizations ; ( b)credits or allowances actually granted upon damaged goods, rejections, or returns of such LICENSEDPRODUCTS, including in connection with recalls ; ( c)freight, postage, shipping, transportation, and insurance charges actually allowed or paid for delivery ofLICENSED PRODUCTS, to the extent billed ; and ( d)taxes ( other than income or withholding taxes ), duties, tariffs, or other governmental charges levied onthe sale of such LICENSED PRODUCTS to the extent billed, including value - added taxes, net of allreimbursements and allowances