definiens: shall mean the amount of gross sales of all Licensed Products invoiced by Roche or Roche Affiliates to third parties less deductions of returns ( including allowances actually given for spoiled, damaged, out - dated, rejected, or returned Licensed Product previously sold ; Licensed Product withdrawals and Licensed Product recalls ) or return reserves, rebates ( price reductions, rebates to social and welfare systems, chargebacks or charge back reserves, government - mandated rebates and similar types of rebates, for example, P.P .R.S., and Medicaid ), volume ( quantity ) discounts, and taxes ( value added or sales taxes, government­mandated exceptional taxes and other taxes directly linked to the gross sales amount ), to the extent included in the amounts invoiced, provided that no income taxes shall be deducted from gross sales of Licensed Product to calculate Adjusted Gross Sales . The computation of Adjusted Gross Sales shall not include amounts received by Roche or Roche Affiliates for the sale of Licensed Product to Roche or Roche Affiliates . If Roche or any Roche Affiliates receives consideration other than cash for sales of Licensed Products to third parties, the fair market value of such consideration shall be included in Adjusted Gross Sales as computed on a product - by - product basis . Quarterly, actual returns and actual chargebacks will be reconciled against the return reserves and charge back reserves, respectively, and Adjusted Gross Sales will be credited or debited accordingly