definiens: shall mean the gross amount invoiced or otherwise billed by [COMPANY] or its Affiliate or Sublicensee for salesor other commercial disposition of a Licensed Product to a6 STRATEGIC ALLIANCE AND COLLABORATION AGREEMENTThird Party purchaser, less the following to the extent included in such billing or otherwise actually allowed or incurred withrespect to such sales : ( a ) discounts, including cash, trade and quantity discounts, price reduction programs, retroactive priceadjustments with respect to sales of a product, charge - back payments and rebates granted to managed health careorganizations or to federal, state and local governments ( or their respective agencies, purchasers and reimbursers ) or to tradecustomers, including but not limited to, wholesalers and chain and pharmacy buying groups ; ( b ) credits or allowances actuallygranted upon rejections or returns of Licensed Products, including for recalls, withdrawals or damaged goods ; ( c ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Licensed Products, to the extent billed ; ( d)customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of aLicensed Product ; ( e ) bad debts relating to sales of Licensed 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 Licensed Products, including value - added taxes, orother governmental charges otherwise measured by the billing amount, when included in billing, as adjusted for rebates andrefunds, but specifically excluding taxes based on net income of the seller ; provided that all of the foregoing deductions arecalculated in accordance with generally accepted accounting principles consistently applied throughout [COMPANY] ’ or itsSublicensee ’s organization