definiens: means the aggregate gross sales of LicensedProduct by LIGAND or its Affiliates, licensees or sublicensees ( each a ) in the United States, less amounts actually deducted by such SellingParty and recognized in its financial statements in calculating net sales ofsuch Licensed Product in accordance with GAAP and with the Selling Party'sstandard accounting principles ( consistent with GAAP ), including, but notlimited to the following : ( a ) reserves and allowances ( including those forrebates and chargebacks ( e.g. those associated with Medicare, Medicaid ormanaged care ), wholesaler fees, rejections, returns, and discounts granted tocustomers of products ( including volume or other incentives, and any promptpayment discount ), in cash ) ; ( b ) to the extent separately stated on purchaseorders, invoices or other documents of sale, freight, transport packing andinsurance charges associated with transportation paid by or on behalf of theSelling Party ; and ( c ) taxes, tariff or import / export duties based on sales whenincluded in gross sales, but not value - added taxes or taxes assessed on incomederived from such sales in the United States . For clarity, the date on which NetSales are deemed to occur for the purposes of this Agreement shall be the dateon which the relevant product sale is made and booked by the Selling Partyaccording to GAAP . In the event that the Selling Party sells a product that is acombination of Licensed Product and one or more other active ingredients, theNet Sales for said product will be determined by multiplying the Net Sales ofsaid combination product determined in accordance with this paragraph by afraction, the numerator of which will be the Selling Party 's sales price ofLicensed Product and the denominator of which will be the sum of the SellingParty 's sales price of each active ingredient in the combination product, including Licensed Product