definiens: shall mean:1 ) The gross amounts invoiced for sales of all Licensed Product sold in the U.S. and all Licensed Productmade in the U.S. and sold anywhere in the Territory, commencing with the First Commercial Sale, by Licensee, its Affiliates, and Designees to Third Parties for use in the Field ( such invoiced amounts referred to hereinafter as ), less thefollowing deductions from Gross Sales which are actually incurred:(a)credits or allowances granted for billing errors or for damaged, outdated, returned, rejectedor recalled Licensed Product ; ( b)uncollectible amounts on previously sold Licensed Product and retroactive pricereductions ; ( c)reasonable trade, cash and quantity discounts or rebates ; ( d)taxes, duties and any other governmental charges or levies imposed upon or measured bythe manufacture, use, or sale of a Licensed Product, as adjusted by any rebates or refunds ; 4 ( e)chargebacks and rebates, including those granted to managed health care organizations, wholesalers, buying groups, retailers or to federal, state, local and other governments, theiragencies and purchasers and reimbursers ; ( f)freight, insurance, data, distribution - related fees, and other charges or fees directly relatedto the handling or distribution of Licensed Product or services provided in connectionwith the handling or distribution of Licensed Product ( to the extent not paid by a ThirdParty customer ), subject, however, to the limitation that only fifty percent ( 50 % ) of anycharges and fees associated with any credit card transactions may be included in thedeductions ; and ( g)nursing fees, and inventory management fees, discounts or credits ; and credits andallowances made for wastage replacement, indigent patients, patients unable to satisfy co - pay obligations and similar programs