definiens: means the gross invoiced sales amount of the Product billed by [COMPANY] or its Affiliates or Sublicensees, in each case to independent Third Parties, including to distributors and end - users, for the sale or other commercialdisposition of the Product in the Territory, less the following items ( ) as applicable to suchProduct to the extent actually taken or incurred with respect to such sale : ( a ) credits or allowances for returns, rejections or recalls ( due to spoilage, damage, expiration of useful life orotherwise ), retroactive price reductions or billing corrections ; ( b ) invoiced freight, postage, shipping and insurance, handling and other transportation costs ; ( c ) sales, use, value added and other similar taxes ( excluding income taxes ), tariffs, customs duties, surchargesand other governmental charges levied on the production, sale, transportation, delivery or use of the Productin the Territory that are incurred at time of sale or are directly related to the sale ( which in all cases will bethe direct responsibility of the selling Party ) ; and ( d ) quantity, cash or other trade discounts, rebates, refunds, charge backs, fees, credits or allowances ( includingamounts incurred in connection with government - mandated rebate and discount programs, Third Partyrebates and charge backs, and hospital buying group / group purchasing organization administration fees andpayor organizations ), distribution fees, sales commissions, and commissions paid to Third Parties ; all in accordance with standard allocation procedures, allowance methodologies and accounting methodsconsistently applied, in accordance with GAAP