definiens: shall mean the gross amounts invoiced for ( i ) Col laboration Products sold by [COMPANY], its Affiliates or Marketing Partners in t he [COMPANY] Territory or NovaBay, its Affiliates or Japanese Partners in Japan, or ( ii ) Royalty - Bearing NovaBay Products sold by NovaBay, its Affiliates or sublice nsees ( such Person selling such product, the ), in each case to independent, unaffiliated Third Parties and recognized in the accounting records of the Sel ling Party as gross sales, ( A ) less the following d eductions to the extent related to such gross amounts : ( I ) norma l and customary trade, cash, formulary discounts an d other quantity discounts and allowances actually allowed and taken, ( II ) credits or allowances actually gran ted to the customer for damaged goods, returns, recalls, rebat es or rejections of Collaboration Products or Royal ty - Bearing NovaBay Products, ( III ) import, export, sales, use, excise and other consumption taxes and custom duti es or tariffs, or ad valorem taxes ( to the extent borne b y Selling Party and separately stated on the invoic e and included in the gross amounts ), ( IV ) Third Party ca sh rebates and chargebacks related to sales of Coll aboration Products or Royalty - Bearing NovaBay Products, to th e extent allowed and taken by such Third Party, ( V ) freight, insurance and other transportation and handling fees, ( VI ) retroactive price reductions t hat are actually allowed or granted to and taken by Third P arties, ( VII ) compulsory payments and rebates direc tly related to the sale of Collaboration Products or Ro yalty - Bearing NovaBay Products, accrued, paid, or d educted pursuant to written agreements with Third Parties ( including managed care agreements ) or government regulations, ( VIII ) royalties or other similar fees paid for Third - Party intellectual property based o n the sales of the applicable Collaboration Products or Royalty - Be aring NovaBay Products, ( IX ) bad debts computed and allocated in accordance with the applicable Account ing Standards, and ( X ) any other specifically ident ifiable costs or charges included in the gross amounts invo iced for such Collaboration Products or Royalty - Bea ring NovaBay Products, as applicable, substantially equi valent to those listed in clauses ( I ) – ( IX ) above, and ( B ) with respect to ( y ) sales of Collaboration Products by G alderma to any Marketing Partner or by NovaBay to a Japanese Partner or ( z ) sales of Royalty - Bearing No vaBay Products by NovaBay to a sublicensee, plus in either case an additional amount reasonably determined by [COMPANY] or NovaBay, as applicable, in good faith t o gross up the actual amount invoiced for sale of the Colla boration Product or Royalty - Bearing NovaBay Product by [COMPANY] or NovaBay, as applicable, in order to adj ust such sales up to an amount corresponding to the gross amounts [COMPANY] or NovaBay, as applicable, would h ave invoiced had [COMPANY] or NovaBay, as applicable, made such sales directly to the end customer