definiens: means the gross amounts received by a Party or any of its Affiliates or Sublicensees ( each, a ), from all sales by Seller of any Licensed Product or Released Product, as reflected in Seller 's books and records maintained in accordance with the accounting principles used by the applicable entity consistently applied across all of its products ( which principles will comply with Generally Accepted Accounting Principles, where applicable ), less the following deductions with respect to such sale, to the extent included in the amounts invoiced or subsequently actually allowed and taken, ( i ) all trade, cash and quantity credits, discounts, refunds or rebates or retroactive price reductions ; ( ii ) allowances or credits for returns or rejected product ; ( iii ) handling fees and restocking expenses for returned or rejected products ; ( iv ) freight, transportation, postage and insurance paid by Seller ; ( v ) sales taxes, tariffs, duties and other governmental charges ( including value added tax ) actually paid in connection with the sale ( but excluding what are commonly known as income taxes ), and ( vi ) reasonable and customary accrual - basis deductions from such gross amounts consistent with Seller 's accounting policy, as the case may be, for governmental chargebacks or rebates ( including without limitation Medicaid rebates ) . A will not include transfers or dispositions for charitable or promotional purposes or for preclinical, clinical, regulatory or governmental purposes prior to receiving marketing approval . In the event a Licensed Product or Released Product is sold in the fonn of a combination product containing one or more active ingredients which are themselves not Licensed Products or Released Products, the Net Sales will be calculated by multiplying the sales price of such combination product by the fraction AI(A+B ) where A is the invoice price or Fair Market Value, whichever is greater, of the Licensed Product or Released Product and B is the total invoice price or Fair Market Value, whichever is greater, ofthe other product(s )