definiens: means the gross amount invoiced for the sale of the CoStasis Products ( other than Angiotech - Branded CoStasis Products ) and CellPaker Products anywhere in the Territory during the perio d commencing October 1, 2006 and ending on the date o f this Agreement that are attributable to sales of such Products by [COMPANY] or its Affiliates to a Third Party, less the sum of the following items ( as appl icable, and to the extent not included in Cost of Goods ) as determ ined in accordance with generally accepted accounti ng principles : ( a ) discounts ( including cash discounts and quantit y discounts ), cash and non - cash coupons, refunds, rebates, credits, chargebacks, returns and allowanc es, vouchers, retroactive price adjustments and any other allowances, including amounts written off by reason of uncollectible debt, actually granted or g iven with respect to the Products that effectively reduc e the net selling price, in each case, as may be ex tended in the ordinary course of business consistent with past practice or as customary in the industry, incl uding those granted or given to managed health care organ izations, wholesalers and other distributors, buyin g groups, health care insurance carriers, and/or to f ederal, state and local governments, their agencies ; ( b ) any tax imposed on the sale, delivery or use of the Products ( other than Angiotech - Branded CoStasis Products ), including, without limitation, sales, use, excise or value added taxes, provided i n each such case that such tax is included in the gross am ount invoiced for such Products ; and ( c ) allowances for reasonable and customary Product shipping expenses, provided that such allowance is included in the gross amount invoiced for such Product(s )