definiens: shall mean the amount invoiced or otherwise billed by [COMPANY] or its Affiliate or licensee for sales or other commercia l disposition of a Product to a Third Party purchase r, less the following to the extent included in such billing or otherwise actually allowed or incurred with respect to such sales : ( i ) discounts, including cash, trade and quantity discounts, price reduction programs, retroactive price adjustments with respect to sales of a product, charge - back payments and rebates granted to managed health care organizations or to federal, state and local governments ( or their respective agencies, purchasers and reimbursers ) or to trade customers, including but not limited to, wholesalers and chain and pharmacy buying groups ; ( ii ) credits or allowance s actually granted upon rejections or returns of Products, including for recalls or damaged goods ; ( iii ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Products, to the extent billed ; ( iv ) customs duties, tariffs, surcharges and other governmenta l charges incurred in connection with the exportation or importation of a Product ; ( v ) bad debts relating to sales of Products that are actually written off by [COMPANY] in accordance with generally accepted accounting principles, consistently applied, during the applicable royalty calculation period, and ( vi ) taxes, duties or other governmental charges levied on, absorbed or otherwise imposed on sale of Products, including without limitation value - added taxes, or other governmenta l charges otherwise measured by the billing amount, when included in billing, as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the seller ; provided that all of the foregoing deduction s are calculated in accordance with generally accepted accounting principles consistent ly applied throughout the party 's organization