definiens: means the gross amounts invoiced by [COMPANY], any of its Affiliates and /or any of its sublicensees on account of sales of Licensed Products to Third Parties ( including without limitation Third Party distributors and wholesalers ), less the total of the following deductions from such gross amounts which are actually incurred, allowed, accrued or specifically allocated : ( a ) Trade, cash and/or quantity discounts actually allowed or accrued which are not already reflected in the amount invoiced ; ( b ) Excise, sales and other consumption taxes and custom duties to the extent included in the invoice price and to the extent such taxes are remitted to the applicable taxing authority ; -6- < PAGE > ( c ) Freight, insurance and other transportation charges to the extent includ ed in the invoice price and separately identified on the invoice or other documentation maintained in the ordinary course of business ; ( d ) Amounts repaid, credited or accrued by reason of returns, rejections, defects or recalls or because of char gebacks, retroactive price reductions, refunds or billing errors ; ( e ) * * * ( f ) Payments and rebates directly related to the sale of Licensed Products accrued, paid or deducted in a manner consistent with GAAP, pursuant to agreements ( including, but not limited to, managed care agreements ) with Third Parties or any Governmental or Regulatory Authority ; and ( g ) Any other similar and customary deductions taken in accordance with GAAP consistently applied