definiens: shall mean, with respect to the Product : ( i ) txx xxxss revenue billed by McNEIL or its Sublicensees from the Commercial S ale of a Product in a given country of the Territory by McNEIL or its Sublicensees ; xxx 8 ( ii ) all cash and non - cash consideration ( valued at the fair market value thereof ) received by McNEI L in respect of issue fees, maintenance fees, option pay ments, milestone payments, and similar non - royalty payments made by Sublicensees on account of sublicenses pursuant to this Agreement from the sublicensing of some or all of the Licensed Pat ents and the Licensed Know -How in the Territory, less the good faith estimates of the following dedu ctions to the extent specifically relating to sales of the Product, which will be adjusted to actual on a periodic basi s ( but not less frequently than annually ): ( i ) disc ounts, retroactive price reductions, refunds, chargebacks, adjustments, rebates, or trade allowances actually allowed or granted in connection with the Products ( and includ ing Medicaid, managed care and similar types of reb ates determined in accordance with GAAP consistently app lied to all products of the Party reporting Net Sal es ), ( ii ) credits, or allowances actually granted upon claims ( including, without limitation, claims for destroy ed goods ), rejections, market withdrawals, recalls, or returns in connection with the Products, xxxxxdless of the Party requesting the return, ( iii ) to the extent not bill ed separately to Third Parties, the total monies pa i d by McNEIL and its Sublicensees for actual freight, importatio n, shipping insurance, postage, customs clearance, distribution charges, and other handling expenses paid for deliv ery of the Product to Third Parties, ( iv ) trade, qu antity and cash discounts and rebates allowed or given and cus tomary fees paid to distributors ( other than to a d istributor that is an Affiliate of such Party ) ; and v ) to the extent not billed separately to Third Parties, sale s, excise, turnover, inventory, value - added, and similar taxes or other governmental charges ( which may include G oods & Services Tax ( ) ) levied on or measured by the invoiced amount whether absorbed by the billing or the billed Party, and imporx xxx customs duties ( but no t income taxes of such Party, its Affiliates or itx Xxxxd Party Sublicensees ) . For greater certainty, if McNEIL or its Sublicensees bills its Third Party customers fo r shipping, then McNEIL must either ( a ) include this amount in Net Sales or ( b ) not deduct the amounts contemplate d in ( iii ) above