definiens: shall mean, with respect to a Lice nsed Product, the gross sales price of such License d Product billed by [COMPANY], its Affiliates or sub licensees to independent customers less ( to the ext ent actually given, paid or allowed, as appropriate, without dup lication ): ( a ) normal and customary trade, quantity and cash discounts, all rebates ( including those paid to thi rd party payors ), price reductions, reimbursements, credits or chargebacks, including any credits, volume rebates, charge - back and prime vendor rebates, fees, fees f or services or reimbursements granted or given to wholesalers a nd other distributors, buying groups, health care i nsurance carriers, pharmacy benefit management companies, he alth maintenance organizations or other institution s or health care organizations ; ( b ) sales, value added, use, or other similar taxes, and tariffs, custom du ty, excise or other duty and any other official 6 governmental charges ; ( c ) transportation, freight, insurance and handling charges ; ( d ) adjustments, al lowances or credits ( calculated on a per unit basis ) to custome rs, including without limitation on account of pric e adjustments, official governmental requirements, bi lling errors, rejection, damage, recalls, or return s ( including allowances actually given for spoiled damaged, out- dated, rejected, returned Licensed Product sold, wi thdrawals and recalls ) of such Licensed Product ; ( e ) payments or rebates paid in connection with sales of Licens ed Products to any governmental or regulatory authorit y in respect of any state or federal Medicare, Medi caid, P.P.R.S., or similar programs or to social or welfa re systems, and ( f ) any item in the future substant ially similar in character / substance to the foregoing, all determ ined in accordance with U.S. GAAP . For purposes her eof, a sale shall be deemed to occur when a Licensed Produ ct is billed