definiens: will mean the gross amount invoiced in arms - length transactions by the SellingParty(ies ) from or on account of the sale or distribution of Licensed Products to non - Selling Parties, less : ( a ) reasonable credits or allowances, if any, on account of price adjustments, recalls, rejection orreturn of items previously sold ; ( b ) import taxes, export taxes, excises, sales taxes, value added taxes, consumption taxes, dutiesor other taxes imposed upon and paid with respect to such sales ( excluding income or franchise taxes of anykind ) ; ( c ) separately itemized insurance and transportation costs incurred in shipping Licensed Productsto such non - Selling Parties ; ( d ) trade, quantity and cash discounts actually allowed ; and ( e ) governmental or commercial rebates, wholesaler fees, administrative fees to managed care, group purchasing and other similar institutions, chargebacks and retroactive price adjustments and any othersimilar allowances which effectively reduce the selling price, all as determined from the books and records of the Selling Party, maintained in accordance with GAAP