definiens: means the gross amount invoiced in arms - length transactions by [COMPANY], its Affiliates and their respective sublicenseesfrom or on account of the sale of Products in the Territory to a Third Party, less the sum of the following to the extent actually incurred and taken andreasonably allocable to the sale of Products:(a ) credits or allowances, if any are actually allowed, on account of price adjustments, recalls, claims, damaged goods, rejections or returns ofitems previously sold ( including Product returned in connection with recalls or withdrawals);(b ) import taxes, export taxes, excise taxes, sales taxes, value - added taxes, consumption taxes, duties or other taxes levied on, absorbed, determined and/or imposed with respect to such sales ( excluding income or net profit taxes or franchise taxes of any kind ), to the extent notreimbursed by a Third Party ; - 5 -(c ) insurance, customs charges, freight, shipping and other transportation costs incurred in shipping Product to such Third Party, to the extentnot reimbursed by a Third Party ; and(d ) reasonable and customary credits or allowances actually granted for damaged, outdated, spoiled, returned or rejected Licensed Products, including, without limitation, in connection with recalls