definiens: shall mean the amount invoiced or otherwise billed by [COMPANY] or its Affiliate or licensee for sales or other cOlnmercial disposition of a Product to a Third Party purchaser, less the following to the extent included in such billing or otherwise actually allowed or incurred with respect to such sales : ( i ) discounts, including cash, trade and quantity discounts, price reduction programs, retroactive price adjustments with respect to sales of a product, charge - back payments and rebates granted to managed health care organizations or to federal, state and local governments ( or their respective agencies, purchasers and reimbursers ) or to trade customers, including but not limited to, wholesalers and chain and pharmacy buying groups ; ( ii ) credits or allowances actually granted upon rejections or returns of Products, including for recalls or damaged goods ; ( iii ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Products, to the extent billed ; ( iv ) customs duties, tariffs, surcharges and other governmental charges incurred in connection with the exportation or importation of a Product ; ( v ) bad debts relating to sales of Products that are actually written off by [COMPANY] in accordance with generally accepted accounting principles, consistently applied, during the applicable royalty calculation period, and ( vi ) taxes, duties or other governmental charges levied on, absorbed or otherwise imposed on sale of Products, including without limitation value - added taxes, or other governmental charges otherwise measured by the billing amount, when included in billing, as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the seller ; provided that all of the foregoing deductions are calculated in accordance with generally accepted accounting principles consistently applied throughout the party 's organization