definiens: means, with respect to a Licen sed Product, the gross sales invoiced or received, whichever occurs first, by Licensee and Sublicensee s in respect of Sales of such Licensed Product by L icensee and Sublicensees to unrelated Third Parties, less d eductions actually taken or applied, in the case of both gross sales and deductions as determined in accordance wi th U.S. generally accepted accounting principles as consistently applied across Licensee ’s and Sublicen sees ’ pharmaceutical products generally ( the ), which deductions may include the foll owing : ( a ) Trade, cash and/or quantity discounts actual ly allowed and taken with respect to such sales ; ( b ) Tariffs, duties, excises, sales taxes or oth er taxes ( except for value added taxes capable of r eimbursement ) imposed upon and paid with respect to the productio n, sale, delivery or use of the Licensed Product ( e xcluding national, state or local taxes based on income ) ; ( c ) Amounts repaid or credited by reason of reje ctions, defects, recalls or returns or because of c hargebacks, refunds, rebates or retroactive price reductions ; a nd ( d ) Freight, insurance and other transportation charges incurred in shipping a Licensed Product to Third Parties