definiens: shall mean the gross amount invoiced or otherwise billed by [COMPANY] or its Affiliates orSublicensees for sales or other disposition of a Licensed Product to a Third Party purchaser, less the following to theextent included in such billing or otherwise actually taken : ( a ) discounts, including cash, trade and quantity discounts, price reduction programs, retroactive price adjustments with respect to sales of such Licensed Product, charge - backpayments and rebates granted to managed health care organizations or to federal, state and local governments ( or theirrespective agencies, purchasers and reimbursers ) or to trade customers, including wholesalers and chain and pharmacybuying groups ; ( b ) credits or allowances actually granted upon rejections or returns of Licensed Products, includingfor recalls or damaged goods ; ( c ) freight, postage, shipping and insurance charges actually allowed or paid for deliveryof such Licensed Product, to the extent billed ; ( d ) customs duties, surcharges and other governmental charges incurredin connection with the exportation or importation of such Licensed Product ; ( e ) bad debts relating to sales of LicensedProducts that are actually written off by [COMPANY] in accordance with GAAP during the applicable calculation period;(f ) discounts ( but not transaction fees ) due to factoring of receivables in countries where factoring of receivables iscustomary in the pharmaceuticals industry ( e.g., Spain, Italy and Greece ) consistent with [COMPANY] practices for its otherproducts in such countries ; and ( g ) taxes, duties or other governmental charges levied on, absorbed or otherwiseimposed on sale of such Licensed Product, including value - added taxes, or other governmental charges otherwisemeasured by the billing amount, when included in the billing, as adjusted for rebates and refunds, but specificallyexcluding taxes based on net income of the seller ; provided that all of the foregoing deductions are calculated inaccordance with GAAP consistently applied