definiens: means the gross amount invoiced by [COMPANY], its Affiliates or its sublicensees to independent Third Parties, whether end - users or distributors or agents ( but who are not sublicensees ), for the sale or transfer for value of a LicensedProduct, less the following deductions to the extent actually incurred or allowed based upon the sale of such LicensedProduct:(a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such Third Party for spoiled, damaged, out - dated and returned Licensed Product;(b ) freight and insurance costs for transporting such Licensed Product, to the extent invoiced to the Third Party;(c ) sales, value - added and other direct taxes on the sale of the Licensed Product;(d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation orimportation of such Licensed Product;(e ) trade, cash, and quantity discounts off the invoiced price and similar promotional discounts or rebates ( such asmanagement fees required by hospital buying groups or granted to managed care organizations ) off the invoiced price;(f ) amounts reflecting retroactive price adjustments on sale of products, to the extent not previously deducted from netsales ; and(g ) allowances or reserves for bad debt ( including cost of collection ) ; all of the foregoing to the extent consistent withUnited States generally accepted accounting principles applied on a consistent basis and in accordance with the normalpractice in the industry