definiens: means, for a given Calendar Quarter, the gross amou nt invoiced for the sale of the CoStasis Products ( other than Angiotech - Branded CoS tasis Products ) and CellPaker Products anywhere in the Territory during such Calendar Quarter that are att ributable to sales of such Products by [COMPANY] or its Affiliates to a Third Party, less the sum of the fo llowing items ( as applicable, and to the extent not included in Cost of Goods ) as determined in accordance with gen erally accepted accounting 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 given w ith respect to the Products that effectively reduce the net sel ling price, in each case, as may be extended in the ordinary course of business consistent with past practice or as customary in the industry, including those gran ted or given to managed health care organizations, wholesalers a nd other distributors, buying groups, health care i nsurance carriers, and/or to federal, state and local govern ments, 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 amount 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 )