definiens: means, with respect to a Royalty - Bearing Product, the gross amount invoiced by [COMPANY], its Affiliates or Corporate Partners for sales of such Royalty - Bearing Product to a Third Party, less : ( a ) trade, quantity and cash discounts actually allowed ; ( b ) discounts, refunds, rebates, chargebacks, retroactive price adjustments, billing errors and any other allowances ( including, without limitation, government­mandated and managed health care - negotiated rebates ) actually granted which effectively reduce the net selling price ; ( c ) product returns credits and allowances actually granted ; ( d ) any tax imposed on the production, sale, delivery or use of the product ( excluding federal, state or local taxes based on income ) ; ( ( e ) freight, postage, shipping, customs duties, excises, tariffs, surcharges, other governmental charges ( excluding federal, state or local taxes based on income ) and insurance charges actually allowed or paid for delivery of Products ; ( f ) payments or rebates paid with respect to such Product in connection with state or federal Medicare, Medicaid or similar programs in the United States or III connection with similar programs in other countries in which there are sales ; and ( g ) adjustments for bad debts