definiens: means the gross invoice price of Licensed Product sold orotherwise transferred to a Third Party by Licensee, its Affiliates or sublicensees ( each, a ) to independent Third Parties for consideration, reduced by the following amounts to the extentsuch items are customary under industry practices and to the extent such amounts are includedin the gross invoiced sales price:(a ) trade, cash and quantity discounts actually allowed and taken directly with respect tosuch sales or transfers, and inventory management fees paid to wholesalers and reasonablyallocated to such Licensed Product;(b ) tariffs, duties, excises, value added tax and other sales taxes imposed upon and paidwith respect to the sale, transportation, delivery, use, exportation, or importation of such LicensedProduct ( which does not include income, withholding or similar taxes);(c ) amounts actually repaid or credited upon returns, rejections, defects, recalls ( due tospoilage, damage, expiration of useful life ), price adjustments, billing errors, or trial prescriptions;(d ) invoiced freight, shipping, and insurance expenses specific to the Licensed Productand allocated accordingly;(e ) invoiced amounts that are written off as uncollectible in accordance with Seller’saccounting policies, as consistently applied;(f ) allowances or credits to customers on account of price reductions affecting theLicensed Product;(g ) rebates, discounts, or charge - backs actually paid or credited to any governmentalagency ( or branch of government ) or to any Third Party payor, administrator or contractee ; and(h ) discounts actually paid under state - legislated or Seller - sponsored discountprescription drug programs or reductions or coupon and voucher programs