definiens: means, with respect to a given period of time, gross sales ofLicensed Product ( following its Regulatory Approval ) by [COMPANY], its Affiliates and Sublicenseesin such period, less the following deductions which are actually incurred, allowed, paid, accruedor specifically allocated to such gross sales amounts of Licensed Product using GAAP appliedon a consistent basis:(a)credits or allowances for defective or damaged LicensedProduct ( including allowances for spoiled, outdated or withdrawn Licensed Product ), returns orrejections of Licensed Product, price adjustments and billing errors;(b)governmental payments and other rebates, refunds andchargebacks ( or equivalents thereof ) granted to managed health care organizations ; pharmacybenefit managers ( or equivalents thereof ) ; federal, state / provincial, local and other governments, their agencies and purchasers and reimbursers ; or to trade customers;(c)normal and customary trade, cash, prompt payment and / orquantity discounts, allowances and credits and mandated discounts;(d)distribution services agreement fees allowed or paid toThird Party distributors and reasonable fees paid to wholesalers, selling agents ( excluding anysales representatives of [COMPANY] or any of its Affiliates or Sublicensees ), group purchasingorganizations, Third Party payors, other contractees and managed care entities, in each casewith respect to such Licensed Product;7