definiens: means the amount invoiced or otherwise billed by [COMPANY], or its Affiliate or sublicensee, for sales orother commercial disposition of a Product to a Third Party purchaser, less the following to the extent included in such billingor otherwise actually allowed or incurred with respect to such sales : ( a ) discounts, including cash, trade and quantitydiscounts, price reduction programs, retroactive price adjustments with respect to sales of a product, charge - back paymentsand rebates granted to managed health care organizations or to federal, state and local governments ( or their respectiveagencies, purchasers and reimbursers ) or to trade customers, including but not limited to, wholesalers and chain and pharmacybuying groups ; ( b ) credits or allowances actually granted upon rejections or returns of Products, including for recalls ordamaged goods ; ( c ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Products, to theextent billed ; ( d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation orimportation of a Product ; ( e ) bad debts relating to sales of Products that are actually written off by [COMPANY] in accordance withGAAP during the applicable calculation period ; ( f ) costs due to the factoring of receivables ; and ( g ) taxes, duties or othergovernmental charges levied on, absorbed or otherwise imposed on sale of Products, including value - added taxes, or othergovernmental charges otherwise measured by the billing amount, when included in billing, as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the seller ; provided that all of the foregoing deductions are calculatedin accordance with GAAP