definiens: means, for any period, the aggregate of the gross amounts invoiced or otherwise billed by OV or any Program Acquirer, their Affiliates and sublicensees ( ) for arm ’s length sales or other commercial disposition of a Product to a Third Part y purchaser within the Territory, less the followin g to the extent specifically related to the Product and actually al lowed, incurred or paid during such period ( collect ively, ): ( a ) discounts, including cash, trade and quantity d iscounts, price reduction or incentive programs, retroactive price adjustments with respec t to sales of such Product, charge - back payments, a nd rebates granted to managed health care organizations or to federal, state and local governments ( or their resp ective agencies, purchasers and reimbursers ) or to trade c ustomers, including wholesalers and chain and pharm acy buying groups ; ( b ) credits or allowances taken upon rejections or returns of Products, including for recalls or damaged goods ; ( c ) freight, postage, shipping and insurance charge s for delivery of such Product actually paid ; ( d ) customs duties, surcharges and other government al charges incurred in connection with the exportation or importation of such Product ; ( e ) bad debts relating to sales of Products that ar e actually written off by the Selling Party following commercially reasonable efforts to collec t such bad debts ( it being understood that will include all amounts received for any bad debts at a subsequent date ) ; and ( f ) taxes, duties or other governmental charges lev ied on, absorbed or otherwise imposed on sale of such Product, including value - added taxes, or ot her governmental charges otherwise measured by the billing amount, as adjusted for rebates and refunds, but sp ecifically excluding taxes based on net income of t he Selling Party ; provided that all of the foregoing deductions are i ncurred in the ordinary course and calculated in ac cordance with then - current generally accepted accounting principl es in either the U.S. or the EU, consistently appli ed ( or International Accounting Principles ( ) ) during the applicable calculation period throug hout the Selling Party ’s organization