definiens: means the total of the gross invoice pr ices representing sales of Licensed Products by Lic ensee or its Sublicensees or Affiliates to third parties, less the sum of the following actual and customary deductions where applicable and separately listed : ( i ) cash, trade, or quantity discounts ; ( ii ) sales, use, tariff, import / export duties or other excise taxes imposed on particular sales, including any governmental tax es, fees, or other charges on the production, importati on, use or sale of any Licensed Product ( except for value - added and income taxes imposed on the sales of Lice nsed Product in foreign countries ) ; ( iii ) rebates, chargebacks, discounts and other adjustments allowe d, given or accrued ( including, but not limited to, cash, governmental and managed care rebates, hospital or other buying group chargebacks, and governmental taxes in the nature of a rebate based on usage leve ls or sales of a Licensed Product ) ; ( iv ) transporta tion charges ; or credits to customers through coupons ; ( v ) samples provided for use in the trade or for cli nical trial supply ; ( vi ) actual bad debt ( meaning unpaid invoices for Licensed Products which remain unpaid for more than one ( 1 ) year ) not exceeding ten percent ( 10 % ) of all Net Sa les for a given calendar 3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOU LD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISC LOSED