definiens: shall mean the gross amounts invoiced by [COMPANY], its Affiliates and its sublicensees on salesof Licensed Products ( excluding sales to Affiliates and sublicensees who are not end users ; provided, however, thatsubsequent sales of Licensed Products by such Affiliates and sublicensees shall be deemed Net Sales for purposesof this Agreement ), less the following deductions specifically allocated to the Licensed Products and calculated inaccordance with GAAP : ( a ) prompt payment or other trade or quantity discounts actually allowed and taken;(b ) wholesaler chargebacks ; ( c ) amounts paid, allowed or credited by reason of rejection or returns, or because ofretroactive price reductions, chargebacks, or rebates ( including Medicaid and other government - mandated rebates);(d ) taxes ( other than income taxes ) actually paid or withheld, to the extent included in invoices as a separate lineitem ; and ( e ) transportation and delivery charges, including insurance premiums actually incurred, to the extentincluded in invoices as a separate line item