definiens: means, with respect to any Licensed Product, the gross invoiced sales of such I, iccnscd Product Jess the following deductions to the extent incurred or paid or actually taken and to the extent specifically relating to sales ofsuch Licensed Product : ( a ) discounts, credits, retroactive price reductions, rebates, refunds, chargebacks, allowances and adjustments granted to non - Sublicensee Third Parties, including Medicaid, managed care and similar types of rebates, and provisions for amounts for bad debts, rejections, market withdrawals, recalls and returns ; ( b ) trade, quantity and cash discounts allowed or given, and cuslommy fees paid to distributors ; ( c ) sales, excise, turnover, inventory, value - added, and similar taxes assessed on the sale of the Licensed Product ( other than income taxes of LICENSEE or its Related Parties ), and import and customs duties ; ( d ) transportation, importation, shipping msurance . postage, customs clearance, freight and other handling expenses ; and ( e ) government imposed rebates or discounts