definiens: means, with respect to a given period of time, the total amount invoiced by [COMPANY] or its Related [COMPANY] Parties for sales of Licensed Products to a Third Party ( whether an end - user, wholesaler or otherwise ) in the Territory, less the following deductions with respect to such sale, to the extent applicable to the Licensed Product and to the extent actually allowed 6 and/or taken : ( a ) trade, cash and quantity credits, discounts, credits, and refunds, ( b ) allowances or credits for returns or rejected Licensed Product and a reasonable allowance for bad debt expense consistent with GAAP ; ( c ) prepaid freight and insurance ; ( d ) sales taxes and other governmental charges ( including value added and similar taxes, but solely to the extent not otherwise creditable or reimbursed and excluding any income tax ) actually paid by [COMPANY] or its Related [COMPANY] Parties in connection with the sale ; and ( e ) customary rebates ( including, for this purpose, discounts provided by means of chargebacks or rebates ) actually granted to managed health care organizations, federal, state, or local governments ( or their agencies ) ( including without limitation Medicaid rebates ), all to the extent in accordance with GAAP as consistently applied across all products of [COMPANY]