definiens: means : ( a)the gross amount invoiced by the Licensee, its Affiliates, Sub - licensees or Sub - distributors for sale of Products tothird parties, less the following deductions relating to sales of the Products in each case as required by applicableGAAP : ( i)normal and customary trade, cash and quantity discounts accrued or actually given, credits, priceadjustments or allowances for damaged products, returns or rejections of products ; ( ii)chargeback payments and rebates ( or the equivalent thereof ) for the Product granted to group purchasingorganizations, managed health care organizations or to federal, state / provincial, local and othergovernments, including their agencies, or to trade customers ; ( iii)reasonable and customary freight, shipping insurance and other transportation expenses directly relatedto the sale of the Product ( if actually borne by the Licensee, its Affiliates, or Sub - licensees withoutreimbursement from any Third Party ) ; ( iv)required distribution commissions / fees payable to any Third Party providing distribution services to theLicensee ; and ( b)sales, value - added, excise taxes, tariffs and duties, and other taxes and government charges directly related tothe sale, to the extent that such items are included in the gross invoice price of the Product and actually borne bythe Licensee, its Affiliates, or Sub - licensees without reimbursement from any Third Party ( but not including taxesassessed against the income derived from such sale )