definiens: shall mean \\lith respect to a Licensed Product, the gross amount invoiced by Oenencor or a permitted sublicensee of Oenencor to unrelated third parties for a Licensed Product, less : ( a ) Trade . quantity and cash discounts actually atlowed ; ( b ) Commissions, discoWlts, retunds . rebates . chargebacks, retroactive price adjustments, and any other allowances, which effectively reduce the net selling price ; ( c ) Actual product returns and allowances ; ( d ) Any tax ( excluding withholding tax ) imposed . on the production, sale . delivery or use of the prociuct~ and ( e ) Any other reasonable WId customary dcductiOIlS which according to Generally Accepted Accounting Principles ( ) are bona fide deductions from gross sales to detennine Net Sales, which deductions shall be subject to audit in accordance with Section 4.5 of this Agreement