definiens: means, with respect to a certain time period, the gross invoiced sales charged for Product(s ) sold by or for BII, its Affiliates and Sublicensees in arm ’s -length transactions to Third Parties ( but not including sales relati ng to transactions between BII, its Affiliates or their respective Sublicensees ) during such time period, less the total of the following charges or expenses as determined in accordance with GAAP ( as defined in this Agreement ), consistently applied across all products sold by BII and its Affiliates, in each case without duplication : 1.126.1 sales returns and allowances actually paid, granted or accrued, including trade, quantity, prompt payment and cash discounts and any other adjustments, including those gr anted on account of price adjustments or billing errors ; 1.126.2 credits or allowances actually granted for rejected goods, damaged or defective goods, recalls and returns ; 1.126.3 rebates, chargeback rebates, compulsory rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions ( e.g. managed care entities ) and compulsory payments to governmental authorities and any other governmental charges imposed upon the sale of such Product to Third Parties ; 1.126.4 retroactive price reductions applicable to sales of such Product ; 1.126.5 adjustments actually made in accordance with consumer discount programs or other similar programs ; 1.126.6 the actual acquisition cost of devices used for dispensing or administering the Product that are shipped with the Product and included in the gross invoiced sales price ; 1.126.7 non - collectable receivables related to Product ; 1.126.8 customs or excise duties, sales tax, consumpti on tax, VAT and other taxes ( except income taxes ) ; and -18- 1.126.9 charges for packing, freight, shipping and insurance ( to the extent that BII, its Affiliates or Sublicensees bear the cost for Product )