definiens: means the amount invoiced or otherwise billed by [COMPANY] or its Affiliate or sublicensee for salesor other commercial disposition of a Product to a Third Party purchaser, less the following to the extent included insuch billing or otherwise actually allowed or incurred with respect to such sales : ( a ) discounts, including cash, tradeand quantity discounts, price reduction programs, retroactive price adjustments with respect to sales of a product, charge - back payments and rebates granted to managed health care organizations or to federal, state and localgovernments ( or their respective agencies, purchasers and reimbursers ) or to trade customers, including but notlimited to, wholesalers and chain and pharmacy buying groups ; ( b ) credits or allowances actually granted uponrejections or returns of Products, including for recalls or damaged goods ; ( c ) freight, postage, shipping and insurancecharges actually allowed or paid for delivery of Products, to the extent billed ; ( d ) customs duties, surcharges andother governmental charges incurred in connection with the exportation or importation of a Product ; ( e ) bad debtsrelating to sales of Products that are actually written off by [COMPANY] in accordance with U.S. generally acceptedaccounting principles, consistently applied, during the applicable royalty calculation period ; and ( f ) taxes, duties orother governmental charges levied on, absorbed or otherwise imposed on sale of Products, including value - addedtaxes, or other governmental charges otherwise measured by the billing amount, when included in billing, as adjustedfor rebates and refunds, but specifically excluding taxes based on net income of the seller ; provided that all of theforegoing deductions are calculated in accordance with generally accepted accounting principles consistently appliedthroughout the Party ’s organization