definiens: shall mean, with respect to a Product, the gross amount invoiced by [COMPANY] ( including a [COMPANY] Affiliate ) or any Sublicensee thereof to unrelated Third Parties, excluding any Sublicensee, for the Product in the Territory, less, in each case, to the extent a ctually taken, allowed or accrued : ( a ) Trade, quantity and cash discounts allowed ; ( b ) Discounts, refunds, rebates, chargebacks, retroactive price adjustments, and any other allowances which effectively reduce the net selling price ; ( c ) Product returns and allowances ; ( d ) That portion of the sales value associated with drug delivery systems ; ( e ) Any tax imposed on the production, sale, delivery or use of the Product, including, sales, use, excise or value added taxes, or the annual fee imposed on the p harmaceutical manufacturers by the U.S