definiens: means the gross sales invoiced to Third Parties b y QMS, its Affiliates or Sublicensees for the Licensed Products in finished packaged form, less t he following deductions, in accordance with GAAP ( t o the extent such amounts are included in the amount invo iced for such Licensed Product and are customary an d reasonable ): ( a ) any refunds for rejects, defects and returned p roduct ( including those subject to recall ), and tra de, quantity, promotional, early payment and other cust omary discounts actually allowed and taken directly with respect to such sales ; provided, that where any such discount is based on sales of a bundled set of products in which Licensed Product is included, the discount sh all be allocated to such Licensed Product on a pro rata basis based upon the sales value ( i.e. the unit average s elling price in the prior quarter multiplied by the unit volume ) of such Licensed Product relative to the sales valu e contributed by the other constituent products in the bundled set, with respect to such sale ; ( b ) any rebates or chargebacks ( including rebates t o governmental authorities and managed care organizations ) ; ( c ) any sales, use, occupation, or excise taxes, du ties or other governmental charges imposed and paid with respect to the sale ( including VAT ), deli very or use of such Licensed Products ( excluding na tional, state or local taxes based on net income or gross r eceipts taxes imposed in lieu of net income taxes ) ; 8 ( d ) any freight, postage, or transportation insuran ce charges ; and ( e ) wholesaler or distributor fees for physical dis tribution of Licensed Products