definiens: means, with respect to a Product, the gross amount invoiced by [COMPANY], Lexicon, subli censees of [COMPANY] or Lexicon, and their respective Affiliates for sales of such Product to customers which are no t Affiliates ( or which are Affiliates but are end users of such Product ), less : ( a ) trade, quantity and cash discounts actually all owed ; ( b ) discounts, refunds, rebates, chargebacks, retro active price adjustments, billing errors and any ot her allowances ( including, without limitation, governme nt - mandated and managed health care - negotiated reba tes ) actually granted which effectively reduce the net s elling price ; ( c ) product returns credits and allowances actually granted ; ( d ) any tax imposed on the production, sale, delive ry or use of the product ( excluding federal, state or local taxes based on income ) ; ( e ) freight, postage, shipping, customs duties, exc ises, tariffs, surcharges, other governmental charg es ( excluding federal, state or local taxes based on income ) and insurance charges actually allowed or paid for deli very of Products ; 5 ( f ) payments or rebates paid with respect to such P roduct in connection with state or federal Medicare, Medicaid or similar programs in the United States or in conn ection with similar programs in other countries in which there are sales ; and ( g ) adjustments for bad debts