definiens: means the gross amount invoiced by KaloBios ( incl uding its Affiliates and any successor(s ) ), or its licensees, sub - licensees, or any of their respective agents or distributors on account of sales of Lice nsed Product to Third Parties ( including without limitation Third Party distributors and who lesalers ), less the total of each of the following, in each case to the extent actually incu rred or allowed and not already deducted, credited or otherwise reflected in the amount invoi ced : ( a ) trade, cash and/or quantity discounts, credits, all owances, rebates and returns ( including, but not limited to, wholesaler and retailer returns ) ; ( b ) excise, sales and other consumption taxes and custo ms duties and other compulsory payments made to government authorities to the extent included in the invoice price ; ( c ) amounts repaid or credited by reason of rejections, defects, recalls or returns or because of charge - backs, retroactive pri ce reductions, refunds or billing errors ; and ( d ) sales commissions actually paid to any Third Party and non - employee wholesalers and distributors