definiens: means the gross amounts invoiced by [COMPANY], its Affiliates and Sublicensees for sales ofLicensed Products ( in final form for end use, but exclusive of sales or transfers among [COMPANY], its Affiliates andSublicensees for resale ), less the following deductions from such gross amounts ( if not previously deducted from theamount invoiced ) to the extent actually incurred, allowed or taken:(a ) credits or allowances granted for damaged, outdated, returned, rejected or recalled LicensedProducts, and uncollectible amounts on previously sold Licensed Products and retroactive price reductions;(b ) normal and customary trade, cash and quantity discounts;(c ) sales and excise taxes and duties ( including value added taxes ( VAT ) and import duties ) paid orallowed by a selling party and any other governmental charges imposed upon the manufacture or sale of a LicensedProduct;(d ) chargebacks and rebates, including those granted to managed health care organizations, wholesalers, buying groups, retailers or to federal, state / provincial, local and other governments, their agencies andpurchasers and reimbursers;(e ) commissions paid to Third Party distributors, brokers or agents ( excluding sales personnel, salesrepresentatives and sales agents that are employees or consultants of [COMPANY] or its Affiliates or Sublicensees ) incountries outside the United States in which such commissions are paid by deducting such commissions from thegross sales invoiced for sales to such Third Parties ; and(f ) transportation costs, including insurance, for outbound freight related to delivery of LicensedProducts