definiens: means : ( a ) the gross amount of pa yment received ( whether structured as an up - front payment, milestone paymen t, R&D reimbursement, success payment or other form of compensation ) for the Comm ercial Sale of Products by [COMPANY] to a third party or to an end user in t he Territory, excluding Commercial Sales of Product to an Affiliate ; and ( b ) in the case of Commercial Sales of the Product to an Affiliate, the gross amo unt of payment received ( whether structured as an up - front payment, milesto ne payment, R&D reimbursement, success payment or other form of com pensation ) for the Commercial Sale of Products by the Affiliate to a third party or an end - user in the Territory, in each case, after deduction of the fol lowing items ( to the extent actually incurred or reasonably estimated and accru ed and to the extent not already deducted in the amount invoiced ): ( i ) custo mary trade, quantity and cash discounts, wholesaler - charge backs, or rebates ( inc luding, but not limited to, rebates to governmental agencies, managed care orga nizations, health management organizations, pharmacy benefit managers and group purchasing organizations ) ; ( ii ) customary credits or allowances for rejection or return of previously sold Products ; ( iii ) withholding excise, sales and other consumption taxes and customs duties ; and, ( iv ) any charge for freight or insurance if separately stated on the same invoice as for the sale of Produ cts and directly related to the sale or distribution of the Products