definiens: means the gross amount invoiced on sales of the Product by [COMPANY], or its Affiliate s or Sublicensees, to unrelated Third Parties less deduc tions for the following items, as allocable to such Product ( if not previously deducted from the amount invoiced ) a nd consistent with customary business practices : ( a)any rebates, quantity, trade and cash discounts ; ( b)charge - back payments and rebates granted to mana ged health care organizations or to federal, state, and local governments, their respective agencies, purchasers, or reimbursers, including mandatory rebates ; ( c)retroactive price reductions, credits or allowan ces actually granted upon rejections or returns of Products, including for recalls or damaged goods ; ( d)a reasonable allowance for bad debts relating to the Product, taken in accordance with U.S. General ly Accepted Accounting Principles, consistently applie d ; ( e)freight, insurance, data and other charges or fe es related to the shipping or handling of Licensed Products or services provided in connection with the shipping o r handling of Licensed Products ( to the extent born e by the Party ) and inventory management fees, discounts or credits ; provided that the cumulative annual amount of such deductions under this paragraph ( e ) shall not excee d three percent ( 3 % ) of the cumulative annual gross sales ; and ( f)sales taxes, excise taxes, use taxes, tariffs an d import / export duties, or other governmental charg es actually due or incurred with respect to such sales, includi ng value - added taxes