definiens: shall mean, with respect to a Licensed Product, all proceeds actually received by Licensees, or their Affiliates or sublicensees, from the sale of such 4 Confidential Treatment Full Text : Confidential treatment requested for portions of this document marked with gray highlighting Licensed Product to unrelated Third Parties who are not sublicensees or Affiliates of sublicensees of the Licensees, less amounts actually paid or accrued therefore by Licensees, or such Affiliates or sublicensees, for reasonable and customary deductions from such gross amounts for the following : ( a ) trade, cash, promotional and quantity discounts and wholesaler fees allowed and taken directly with respect to such sales ; ( b ) amounts repaid, credits or allowances granted for damaged goods, defects, expired dating, recalls, returns or rejections of Licensed Products and retroactive price reductions for Licensed Products ; ( c ) sales, excise, use, value added or similar taxes paid by or charged to the account of Licensees, or their Affiliates or sublicensees, ( including, without limitation, duties or other governmental charges levied on, absorbed or otherwise measured by the billing amount, when included in billing, but not including franchise taxes or national, state or local taxes based on income ) ; ( d ) charge back payments and rebates granted to ( i ) managed health care organizations, ( ii ) federal, stated and/or local governments or their agencies, ( iii ) purchasers and reimbursers, and/or ( iv ) trade customers, including, without limitation, wholesalers and chain and pharmacy buying groups ; and ( e ) packing, freight, postage, shipping, customs duties and insurance charges to the extent included in the invoice price