definiens: means, with respect to a Licensed Product, gross receiptsfrom sales by CytomX and its Affiliates and Sublicensees of such Licensed Product toThird Parties in the Territory, less in each case ( a ) bad debts, ( b ) sales returns andallowances actually paid, granted or accrued, including trade, quantity and cashdiscounts and any other adjustments, including those granted on account of priceadjustments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given towholesalers or other distributors, buying groups, health care insurance carriers, chainpharmacies, mass merchandisers, staff model HMO ’s, pharmacy benefit managers orother institutions in respect of the purchase price, ( c ) adjustments actually paid, granted oraccrued arising from consumer discount programs or other similar programs, ( d ) customsor excise duties, sales tax, consumption tax, value added tax, and other taxes ( exceptincome taxes ) or duties relating to sales, ( e ) any payment made by CytomX, its Affiliatesor Sublicensees in respect of sales to the United States government, any stategovernment or any foreign government, or to any other Governmental Authority, or withrespect to any government - subsidized program or managed care organization, and ( f)freight and freight insurance ( to the extent that CytomX, its Affiliates or Sublicenseesbears the cost of freight and freight insurance for the Licensed Product ), in each case inaccordance with GAAP, as consistently applied by CytomX with respect to its overalloperations