definiens: of a Licensed Product means:(a ) the gross amount invoiced or otherwise billed by [COMPANY] or its Affiliates or Sublicensees for the sale of the LicensedProduct ; less(i ) discounts, including cash, trade and quantity discounts, price reduction programs, retroactive price adjustmentswith respect to sales of a product, charge - back payments and rebates granted to managed health care organizations or tofederal, state and local governments ( or their respective agencies, purchasers and reimbursers ) or to trade customers, includingbut not limited to, wholesalers and chain and pharmacy buying groups;(ii ) credits or allowances actually granted upon rejections or returns of Licensed Products, including for recalls ordamaged goods;(iii ) bad debts related to sales of Licensed Product that are actually written off by [COMPANY] during the applicablecalculation period;(iv ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Licensed Products, tothe extent billed;(v ) costs due to the factoring of receivables in countries where factoring receivables is customary in thepharmaceutical industry, e.g., Spain, Italy and Greece ; and(vi ) taxes, duties or other governmental charges levied on, absorbed or otherwise imposed on sale of LicensedProducts, including value - added taxes ( that is not reclaimed or expected to be reclaimed ), or other governmental chargesotherwise measured by the billing amount, when included in billing, as adjusted for rebates and refunds, but specificallyexcluding taxes based on net income of the seller and any customs duties, surcharges and other governmental chargesincurred in connection with the exportation or importation of a Licensed Product ; and(b ) the Allocated Net Sales of a Combination Product