definiens: means, with respect to any Licensed Product, the gross amount invoiced by [COMPANY] or itsAffiliates, or sublicensees on sales or other dispositions of Licensed Product to Third Parties, or otherwise directly orindirectly paid to or earned by [COMPANY] or its Affiliates or sublicensees with respect to the sale of Licensed Product, less thefollowing : ( a ) trade, cash and/or quantity discounts not already reflected in the amount invoiced, to the extentrelated to the gross amount invoiced ; 7 ( b ) allowances and adjustments credited or payable, including credit for spoiled, damaged, outdated, recalled and returned Licensed Product, to the extent related to the gross amount invoiced and substantiated by reasonabledocumentation ; ( c ) freight, insurance and other transportation charges incurred in shipping a Product to Third Parties, to the extent identified as such in the invoice to the Third Party, to the extent included in the gross amount invoiced ; ( d ) amounts repaid or credited by reason of rejections, defects, recalls or returns or because ofchargebacks, refunds, rebates ( including wholesaler inventory management fees, retroactive price reductions, commissions, discounts or billing errors, and any other allowances which effectively reduce the net selling price ) ; ( e ) all tariffs, duties, excises, sales taxes, or other taxes ( including VAT ) and custom duties imposed onLicensed Products, in each case to the extent invoiced to customers or otherwise included within gross amounts invoiced ; ( f ) allowance for distribution expenses ; and ( g ) other similar and customary deductions which are in accordance with US GAAP