definiens: means the gross amount invoiced for sales of Licensed Product by [COMPANY] and/or its Affili ates or Sublicensees to Third Parties, less the following deductions from such gross amounts to the extent attributable to such Licensed Product and to the extent actually incurred, allowed, accrued or specifically allocated : ( a ) trade, cash and quantity discounts actually given, credits, price adjustments or allowances actually granted customers for damaged Licensed Products, returns or rejections of Licensed Products ; ( b ) chargeback payments and rebates ( or the equivalent th ereof ) for the Licensed Products granted to group purchasing organizations, Third Party payors ( including managed health care organizations ) or federal, state / provincial, local and other governments, including their agencies, or to trade customers ; ( c ) re asonable and customary freight, shipping, insurance and other transportation charges directly related to the sale of the Licensed Products separately stated on the invoice to the Third Party ; and ( d ) sales, value added, excise taxes, tariffs and duties, a nd other taxes and government charges directly related to the sale, to the extent that such items are included in the gross invoice price of the Licensed Products and actually borne by [COMPANY] or its Affiliates, Sublicensees or distributors without reimburs ement from any Third Party ( but not including taxes assessed against the income derived from such sale ) ; all as determined in accordance with U.S. GAAP on a basis consistent with [COMPANY] ’s annual audited financial statements