definiens: shall mean the gross invoiced sales amount billed by [COMPANY], its Affiliates licensees or sub - licensees or Osiris or its Affiliates or Third Party licensees or Third Party sub - licensees to Third Party customers, includingThird Party distributors, as applicable, in each case less the following items ( ) to the extent such itemsare actually taken or incurred and customary under industry practices : ( a ) credits or allowances granted upon returns, rejections or recalls ( due to spoilage, damage, expiration of useful life or otherwise ), retroactive price reductions, or billing corrections ; ( b ) invoiced freight, postage, shipping and insurance, handling and other transportation costs actuallyincurred ; ( c ) taxes ( including without limitation sales, value - added or excise taxes, but excluding withholdingtaxes ), tariffs, customs duties, surcharges and other governmental charges 7 incurred in connection with the production, sale, transportation, delivery, use, exportation or importation of Product that areincurred at time of commercial sale or are directly related to the commercial sale ; ( d ) allowances for bad debt ; ( e ) quantity discounts, standard and customary cash discounts in the ordinary course of business, orother trade discounts, refunds, rebates, charge backs, fees, credits or allowances, including without limitation amountsincurred in connection with government - mandated rebate and discount programs, and distribution fees to Third Parties, invoiced or incurred and which effectively reduce the selling price