definiens: means the gross invoiced amounts from the transfer for value ( cash or otherwise ) of Products in any country by or on behalf of CTI, its Affiliates and, solely in relation to Section 5.5(b ), its sub -licensees, to an independent third party ( including, without limitation, distributors ) after obtaining all necessary government approvals to such sale, less where factually applicable and in accordance with general and customary trade practices : ( a ) importation, handling, special outbound packing, transportation and insurance charges, separately billed to the customer or pre -paid ; 5 < PAGE > ( b ) sales, use, excise, turnover, inventory, value added and similar taxes and/or duties specifically imposed upon the production, importation, use or sales of Product actually incurred by CTI, but not including income tax ; ( c ) offered and taken trade, quantity and cash discounts, rebates, commissions, charge -backs granted to drug wholesalers, management fees to group purchasing organisations, price reductions, retroactive or otherwise, imposed by governments or government agencies, and distribution fees in amounts customary to the trade and as required to do business in that country ; and ( d ) allowances, adjustments, direct and indirect credits and refunds, including price adjustments, granted to customers on account of rejections or returns of defective, damaged, recalled or outdated Product or on account of retroactive price reductions affecting the pricing of such Products