definiens: means the amount invoiced or otherwise billed by [COMPANY] or its Affiliate or sublicensee for salesor other commercial disposition of a Product to a Third Party purchaser, less the following to the extent included in suchbilling : ( a ) discounts, including cash, trade and quantity discounts, price reduction programs, retroactive price adjustmentswith respect to sales of such Product, charge - back payments and rebates granted to managed health care organizations or tofederal, state and local governments ( or their respective agencies, purchasers and reimbursers ) or to trade customers, includingbut not limited to, wholesalers and chain and pharmacy buying groups ; ( b ) credits or allowances taken upon rejections orreturns of Products, including for recalls or damaged goods ; ( c ) freight, postage, shipping and insurance charges actuallyallowed or paid for delivery of such Product ; ( d ) customs duties, surcharges and other governmental charges incurred inconnection with the exportation or importation of such Product ; ( e ) bad debts relating to sales of Products that are actuallywritten off by [COMPANY] in accordance with GAAP during the applicable calculation period ; ( f ) discounts ( but not transaction fees)due to factoring of receivables ; and ( g ) taxes, duties or other governmental charges levied on, absorbed or otherwise imposedon sale of such Product, including value - added taxes, or other governmental charges otherwise measured by the billingamount, as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the seller ; provided thatall of the foregoing deductions are calculated in accordance with generally accepted accounting principles consistentlyapplied throughout the seller ’s organization