definiens: means, with respect to any Licensed Product sold in an arm 's length transaction by a [COMPANY] Party to any person or entity who is not a [COMPANY] Party, the gross amount invoiced by such [COMPANY] Party to th e Third Party for sales of a Licensed Product and calculated using [COMPANY] 's int ernal audited system used to report such sales ( provided that suc h system is consistently applied to [COMPANY] 's products and in accordance with [COMPANY] 's past practice compliance with generally acc epted accounting principles in Germany ), less the followi ng items : ( i ) [ * * * ] lump sum of the gross amount invoiced to cover transportation, freight, insurance, distribution, shipping, pa ckaging and handling costs ; ( ii ) sales and excise taxes, paid by [COMPANY] and/or its Affiliates and/or its Sublicensee ( as applicable ) directly in relation to the Licensed Product, solel y to the extent included in the gross amount invoiced ; ( iii ) Value- added tax or customs duties paid by [COMPANY] and/or its Affiliates and/or its Sublicensee ( as applicable ) directly in relation to the Licensed Product, solely to the extent included in the gross amount invoiced ; ( iv ) Allowances or credits actually gran ted by [COMPANY] and/or its Affiliates and/or its Sublicensee ( as applicable ) to Third Parties on account of rejections, damaged stock, retroactive price reductions, outdating, returns, billing errors or recalls of a Licensed Product, but not in excess of the original selling price of the Licensed Product rejected, returned or recalled ; ( v ) [ * * * ] lump sum of the gross amount invoiced to cover bad debt charges