definiens: means the gross amounts billed or invoiced by [COMPANY], its Affiliates or Sublicen sees ( each, a ), to Third Parties that are not Sublicensees for the sale or other commercial disposition of Products, less the following deductions from such amounts calculated in accordance with United States generally accepted accounting p rinciples, consistently applied and standard internal policies and procedures and accounting standards, consistently applied throughout [COMPANY], to the extent specifically and solely allocated to such Product(s ) and actually taken, paid, accrued, allowed, in cluded or allocated based upon good faith estimates in the gross sales prices with respect to such sales ( and consistently applied as set forth below ): ( a)trade, quantity and cash discounts, allowances, and credits allowed and taken, in any form, but expre ssly excluding discounts or allowances not attributable to a Product ; ( b)refunds, chargebacks and any other allowances given and taken which effectively reduce the gross amounts billed or invoiced ; ( c)product returns, including recalls or damaged goods and billing errors, credits and allowances and bad debt ; ( d)rebates, chargebacks, and discounts ( or the equivalent thereof ) accrued and actually paid or credited to any governmental agency ( or agent or branch thereof ) or to any Third Party payor, administrato r or contractee, including but not limited to managed healthcare organizations, pharmacy benefit managers ( or equivalent thereof ) or their agencies, purchasers, reimbursers, or trade customers, and, any compulsory payments related to the Product(s ), and an y government levied fees as a result of healthcare reform policies ; ( e)discounts ( or the equivalent thereof ) mandated by, or granted to meet the requirements of, applicable state, provincial or federal Law, including required chargebacks and retroactive p rice reductions ; ( f)transportation, freight, postage charges and other charges such as insurance, relating thereto, in each case included as a specific line item on a bill or an invoice to such Third Parties ; and ( g)taxes, tariffs, excises, customs duties, and/or other governmental charges upon or measured by the production, sale, transportation, delivery or use of goods, in each case included as a specific line item on a bill or an invoice to such Third Parties ( including VAT, but only to the extent that such VAT taxes are not reimbursable or refundable )