definiens: means, with respect to a particular time period, the total amounts invoiced to Third Parties by [COMPANY], its Affiliates or Sublicensees for sale or other distribution of Products made during such time period to Third Parties in the Territory, less the following deductions to the extent actually allowed or incurred with respect to such sales : ( a ) sales retums and allowances, including trade, quantity and cash discounts and any other adjustments, including those granted on account of price adjustments, billing erTors, bad debt expense ( i.e., non - payment on an account receivable ) not to exceed an amount equal to three percent ( 3 % ) of such total amounts invoiced, rebates, chargebacks, fees, reimbursement s or similar payments actually granted or given to wholesalers or other distributors, buying groups, healthcare insurance carriers or other institutions, federal, state, or local government and the agencies, and reimbursers of managed health organization s ; ( b ) credits or allowances actually granted upon damaged goods, rejections, or returns of such Products, including in connection with recalls ; ( c ) freight, postage, shipping, transportation, and insurance charges actually allowed or paid for delivery of Products, to the extent billed ; and ( d ) taxes ( other than income or withholding taxes ), duties, tariffs, or other governmental charges levied on the sale of such Products to the extent billed, including value - added taxes and annual fees paid pursuant to the U.S. Affordable Care Act, dated March 23,2010 ( as amended ), net of all reimbursements and allowances