definiens: means, with respect to a Licensed Product, gross receipts from sales by [COMPANY] and itsAffiliates and Sublicensees of such Licensed Product to Third Parties in the Territory, less in each case ( a ) baddebts, ( b ) sales returns and allowances actually paid, granted or accrued, including trade, quantity and cashdiscounts and any other adjustments, including those granted on account of price adjustments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements orsimilar payments granted or given to wholesalers or other distributors, buying groups, health care insurancecarriers, chain pharmacies, mass merchandisers, staff model HMO ’s, pharmacy benefit managers or otherinstitutions in respect of the purchase price, ( c ) adjustments actually paid, granted or accrued arising fromconsumer discount programs or other similar programs, ( d ) customs or excise duties, sales tax, consumptiontax, value added tax, and other taxes ( except income taxes ) or duties relating to sales, ( e ) any payment made byImmunoGen, its Affiliates or Sublicensees in respect of sales to the United States government, any stategovernment or any foreign government, or to any other Governmental Authority, or with respect to anygovernment - subsidized program or managed care organization, and ( f ) freight and freight insurance ( to the extentthat [COMPANY], its Affiliates or Sublicensees bears the cost of freight and freight insurance for the LicensedProduct ), in each case in accordance with GAAP, as consistently applied by [COMPANY] with respect to itsoverall operations