definiens: means the gross amounts invoiced with respect to a Product by Adagio or its Licensees for sales of such Product to aThird Party purchaser ( other than Licensees ), less the following to the extent directly incurred with respect to such Product, or allocatedspecifically to such Product in accordance with generally accepted accounting principles consistently applied across the books and records ofAdagio and its Licensees, as applicable:(a ) trade, cash, and quantity discounts actually allowed with respect to such sales which effectively reduce the selling price;(b ) returns, rebates, chargebacks and other allowances actually allowed with respect to such sales;(c ) retroactive price reductions that are actually allowed or granted;(d ) deductions to the gross invoice price of Product, including for recalls or damaged or expired goods, billing errors and reservesfor returns, in each case with respect to Product;(e ) reasonable fees paid to wholesalers, distributors, selling agents ( excluding sales representatives of Adagio or a Licensee),group purchasing organizations, Third Party payors, and managed care entities, in each case with respect to Product;(f ) sales ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, and customs duties ( excluding any taxespaid on the income from such sales ) to the extent the selling person is not otherwise entitled to a credit or a refund for such taxes or duties;and(g ) outbound freight, shipment, insurance and other distribution costs to the extent included in the invoiced price and separatelyitemized on the invoice, in each case with respect to Product;(h ) bad debt, not to exceed [ * * * ] of the amount invoiced with respect to such sales