definiens: means, with respect to a certain time p eriod, the gross invoiced sales prices charged for all Royalty Products sold by or for [COMPANY], its Affili ates and Sublicensees in arms length transactions t o Third Parties during such time period, less the tot al of the following charges or expenses as determin ed in accordance with GAAP : ( a ) Trade, cash, prompt payment and/or quantity discoun ts ; ( b ) Returns, allowances, rebates, chargebacks, othe r allowances, or payments to government agencies ; ( c ) Retroactive price reductions applicable to sales of such product ; ( d ) Reasonable fees paid to distributors, selling a gents ( excluding any sales representatives of a Par ty or any of its Affiliates ), group purchasing organiz ations and managed care entities ; ( e ) Credits or allowances for product replacement, whet her cash or trade ; and ( f ) Bad debt, freight or other transportation charg es, insurance charges, additional special packaging, non - recoverable taxes and tariffs, and other govern mental charges, provided that the total of all of these items in this subsection ( f ) do not exceed 1 % of gross sales