definiens: means, with respect to each Licensed Product, the gross amounts invoiced for sales or other dispositions of such Licensed Product by or on behalf of [COMPANY] and its Affiliates and Sublicensees to Third Parties ( other than Sublicensees ), less the following deductions to the extent included in the gross invoiced sales price for such Licensed Product or otherwise directly paid or incurred by [COMPANY] or its Affiliates or Sublicensees, as applicable, with respect to the sale or other disposition of such Licensed Product, in accordance with GAAP and co nsistently applied : ( a ) normal and customary trade and quantity discounts actually allowed and properly taken directly with respect to sales of such Licensed Product ( provided that such discounts are not applied disproportionately to such Licens ed Product when compared to the other products of [COMPANY] or its Affiliates or Sublicensees, as applicable ) ; ( b ) credits or allowances given or made for rejection or return of previously sold Licensed Product or for retroactive price reduction s and billing errors ; ( c ) rebates and chargeback payments granted to managed health care organizations, pharmacy benefit managers ( or equivalents thereof ), national, state / provincial, local, and other governments, their agencies and purchasers a nd reimbursers, or to trade customers ; ( d ) costs of freight, insurance, and other transportation charges directly related to the distribution of such Licensed Product ; ( e ) taxes or other governmental charges ( excluding income tax ) lev ied on or measured by the billing amount for such Licensed Product, as adjusted for rebates and refunds ; and ( f ) solely to the extent that such amount is not accounted for in the cost of goods sold, that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Affordable Care Act, Pub . L. No . 111 -148 ( as amended ) that [COMPANY], its Affiliate or its or their Sublicensee, as applicable, allocates to sales of the Licensed Products in accordance with MedImmu ne ’s, its Affiliate ’s or its or their Sublicensee ’s standard policies and procedures consistently applied across its products, as applicable