definiens: shall mean the gross amount invoiced for sales of a Restasis product by [COMPANY], its Affiliates or their licensees in arm ’s length sales to Third Parties in the [COMPANY] Product Territory, commencing on the Restatement Date, less the following deducti ons from such gross amounts which are actually incu rred, allowed, accrued or specifically allocated : ( a ) credits or allowances for damaged products, ret urns or rejections of such Restasis product and retroactive price reductions ; - 2 - ( b ) normal and customary trade, cash and quantity d iscounts, allowances and credits ; ( c ) chargeback payments and rebates ( or the equival ent thereof ) granted to managed health care organizations or to federal, state / provincial, loca l and other governments, including their agencies, or to trade customers ; ( d ) commissions paid to Third Parties other than sa les personnel, sales representatives and sales a ( e ) the allocation of freight, postage, shipping, i nsurance and other transportation ; ( f ) sales, value - added, and excise taxes, tariffs a nd duties, and other taxes directly related to the sale ( but not including taxes assessed against the incom e derived from such sale )