definiens: shall mean the gross amounts billed or invoiced by [COMPANY], its Affiliates orSublicensees to non - Sublicensee Third Parties for the sale or other commercial disposition of Licensed-7 - Products less deductions actually allowed or reserved in accordance with GAAP : ( a ) credits or allowancesactually granted for damaged or spoiled product, returns, recalls or rejections of Licensed Products, andretroactive price adjustments ; ( b ) normal and customary trade, cash and quantity discounts, allowances andcredits for such Licensed Products ; ( c ) sales, value added, excise or similar taxes paid or allowed, or othergovernmental charges imposed upon the importation, use or sale of Licensed Products ; ( d ) fees paid todistributors and chargebacks, rebates or similar payments to customers with respect to such LicensedProducts, including managed health care organizations, wholesalers, distributors, buying groups, retailers, health care insurance carriers, pharmacy benefit management companies, health maintenance organizationsor other institutions or health care organizations or to any Governmental Authority or Regulatory Authority, including, but not limited to any federal, state / provincial, local and other governments, their agencies andpurchasers and reimbursers ; and ( e ) special packaging costs, freight, postage, shipping and insurancecharges related to delivery of such Licensed Products