definiens: means the actual gross amount invoiced by [COMPANY], its Affiliates or its sublicensees for thecommercial sale of all Products in the Territory to a Third Party, commencing upon the date of FirstCommercial Sale, after deducting the following:(a ) trade, cash, quantity or ordinary discounts;(b ) allowances for product returns, including allowances or credits for rejected Product, or spoilage orrecalled Product;(c ) rebates, credits, reimbursements and charge backs;(d ) sales or excise taxes, VAT or other taxes, and transportation and insurance charges and additionalspecial transportation, custom duties, and other governmental charges;(e ) rebates or similar payments paid in connection with sales of Product to any governmental orregulatory authority in respect of any state or federal programs similar to Medicare or Medicaid in theUnited States in any country of the Territory;(f ) retroactive price reductions ; and(g ) write - offs or allowances for bad debt, not to exceed two percent ( 2 % ) of Net Sales