definiens: means, with respect to a Product in a country or territory, the gross amountinvoiced by ACADIA, ACADIA Affiliates and any Sub - Licensee to unrelated third parties, excludingany Sub - Licensee, for any sale or disposition of that Product in that country or territory ( asapplicable ), less the following deductions to the extent that they are directly related and applicableto sales of the Product : ( a)trade, quantity and cash discounts allowed ; ( b)commissions, discounts, refunds, rebates ( including, but not limited to, wholesalerinventory management fees ), chargebacks, retroactive price adjustments, and any otherallowances which effectively reduce the net selling price ; ( c)actual Product returns and allowances ; and ( d)any tax imposed on the production, sale, delivery or use of that Product, including, withoutlimitation, sales, use, excise or value added taxes provided that such tax is included in thegross invoiced amount and a bona fide deduction from gross invoiced sales in ACADIA’sexternal reporting of sales of that Product under U.S