definiens: shall mean with respect to a Licensed Product, the gross amount invoiced by [COMPANY] or a permitted sublicensee of [COMPANY] to unrelated third parties for a Licensed Product, less : ( a ) Trade, quantity and cash discounts actually allowed ; ( b ) Commissions, discounts, refunds, rebates, chargebacks, retroactive price adjustments, and any other allowances, which effectively reduce the net selling price ; ( c ) Actual product returns and allowances ; ( d ) Any tax ( excluding withholding tax ) imposed on the production, sale, delivery or use of the product ; and ( e ) Any other reasonable and customary deductions which according to Generally Accepted Accounting Principles ( ) are bona fide deductions from gross 3 LA_DOCS\541329.2 [ W97j sales to detennine Net Sales, which deductions shall be subject to audit in accordance with Section 4.5 of this Agreement