definiens: means the total gross amount invoiced ( such amount, ) for allcommercial sales of Licensed Product to Third Parties in the Territory by Braeburn, its Affiliates or its or theirsublicensees, less the following deductions actually allowed or reserved in accordance with GAAP ( collectively, ): ( a ) credits or allowances actually granted for damaged or spoiled Licensed Product, returns, Recalls or rejections of such Licensed Product, and retroactive price adjustments ; ( b ) normal and customary trade, cash and quantity discounts, allowances and credits forsuch Licensed Product ; ( c ) sales, value added, excise or similar taxes paid or allowed, or other governmentalcharges imposed upon the importation, use or sale of such Licensed Product in the Territory ; ( d ) fees paid to Third Party distributors and legally allowed chargebacks, rebates orsimilar payments to customers with respect to such Licensed Product, including managed health care organizations, wholesalers, distributors, buying groups, retailers, health care insurance carriers, pharmacy benefit managementcompanies, health maintenance organizations or other institutions or health care organizations or to any GovernmentalAuthority or Regulatory Authority, including, but not limited to any federal, state / provincial, local and othergovernments, their agencies and purchasers and reimbursers ; and ( e ) special packaging costs, freight, postage, shipping and insurance charges related todelivery of such Licensed Product