definiens: shall mean the gross amounts invoiced by Licensee ( and its Affiliates ) for salesof Product in the Territory to unaffiliated Third Parties ( other than Sublicensees ) in bona fide, arms - length transactions, less the following amounts actually paid or incurred by Licensee ( or its Affiliates ) with respect to the sale of such Products, to the extent not already reflected or deducted : ( i ) trade, cash or quantity discounts, allowances, adjustments andrejections ; ( ii ) rebates, chargebacks, recalls and returns ; ( iii ) price reductions or rebates imposed by Competent Authorities;(iv ) price reductions or rebates accorded to managed care systems ( that is, systems that integrate the financing and deliveryof healthcare services to covered members, including but not limited to, pharmacy benefit managers ( PBMs ), prescriptiondrug plans ( PDPs ), health maintenance organizations ( HMOs ), preferred provider organizations ( PPOs ), independentpractice associations ( IPAs ) and other similar healthcare organizations ) ; ( v ) sales, excise, turnover, value - added tax ( exceptto the extent that the net VAT amounts collected by Licensee ( or its Affiliates ) exceed the net VAT paid to a taxingauthority ) and similar taxes assessed on the royalty - bearing sale of such Product, but not including any income- tax orfranchise tax of any kind ; and ( vi ) to the extent separately itemized on the applicable invoice, transportation, importation, shipping, insurance and other handling expenses ; in each case as calculated in accordance with United States generallyaccepted accounting principles or such other accounting principles as Licensee shall apply on a consistent basis