definiens: means, with respect to the sale of a unit of a Prod uct, the gross amounts invoiced by [COMPANY] or any of its Affiliates or Sublicensees to T hird Parties for sales of such Product, less the fo llowing deductions actually incurred, allowed, paid, accrue d or otherwise specifically allocated to the sale o f such unit of Product by [COMPANY] or any of its Affiliates or Sublic ensees using GAAP applied on a consistent basis : ( a ) credits or allowances actually granted for defective or dam aged Product, returns or rejections of Product ( including allowances for spo iled, outdated, or withdrawn Product ), price adjustments and billing errors ; ( b ) governmental and other rebates, refun ds and chargebacks ( or equivalents thereof ) granted to managed health care organizations, pharm acy benefit managers ( or equivalents thereof ), federal, state, provincial, l ocal and other governments, their agencies and purchasers and reimbursers or to trade customers ; ( c ) normal and customary trade, cash, prompt payment an d / or and quantity discounts, allowances and credits actually allowed or paid and mandated discounts ; ( d ) sales taxes, VAT taxes, excise taxes, use tax es and other taxes and duties paid in relation to such Product and any other equivalent government al charges imposed upon the importation, use or sale of Product ( for clarity, i ncluding any amounts imposed or due under section 9008 of the Patient Protection and Af fordable Ca re Act of 2009 ) ; ( e ) reasonable fees paid to wholesalers, distributors, selling agents ( excluding any sales representatives of [COMPANY] or any of its Affiliates o r Sublicensees ), group purchasing organizations, Third Party payors, other contractee s and managed care entities, in each case with respect to such Product ; ( f ) a maximum of [ * * * * * ] % of gross sales to cover items such as bad debt, freight or other transportation charges, insurance charges, addition al special packaging and other governmental charges and ( g ) retroactive price reductions actually granted to th e Third Party applicable to sales of such Product