definiens: means the gross amount received by Kythera ( or its Affili ate, licenseeor sublicensee ) for sales of a Licensed Product to a Third Party purchaser, less the following tothe extent included in such invoice or otherwise actually a llowed or incurred with respect to suchsales : ( a ) discounts, including cash, trade and quantity disco unts, price reduction programs, retroactive price adjustments with respect to sales of a Li censed Product, charge - back paymentsand rebates granted to managed health care organizatio ns or to federal, state and localgovernments ( or their respective agencies, purchasers and rei mbursers ) or to trade customers, including but not limited to, wholesalers and chain and pharmacy buying groups ; ( b ) credits orallowances for rejections or returns of Licensed Products, i ncluding for recalls or damagedgoods ; ( c ) freight, postage, shipping and insurance charge s for delivery of Licensed Products, tothe extent billed ; and ( d ) taxes, duties or other govern mental charges levied on, absorbed orotherwise imposed on sale of Licensed Products, including va lue - added taxes, or othergovernmental charges otherwise measured by the billing am ount, when included in billing, asadjusted for rebates and refunds, but specifically excluding taxes based on net income of theseller ; provided that all of the foregoing deductions are calculated in accordance with US GAAP