definiens: shall, subject to the provisions of Clause 10.6, mean in the case of Product sold by [COMPANY], an Affiliate of [COMPANY], any permitted sub - licensee or any distributor, the aggregate gross In Market sales proceeds billed for the Product by [COMPANY], an Affiliate of Amariri, a permitted sub - licensee or a distributor, in accordance with generally accepted accounting principles as adopted by [COMPANY], less the following deductions : ( vii ) trade, cash or quantity discounts, allowances, adjustments and rejections ; ( viii ) rebates, recalls ( other than where the Product is replaced without charge ) and returns ; ( ix ) price reductions or rebates imposed by Governmental Authorities ; 9 ( x ) sales, excise, turnover, inventory, value - added and similar taxes assessed on the royalty - bearing sale of such Product, but not including any taxes on income paid by or assessed against [COMPANY] or a permitted sub - licensee ; ( xi ) transportation, importation, shipping, insurance and other handling expenses directly chargeable to the royalty - bearing sale of the Product, but only to the extent that such expenses are separately delineated in the applicable invoices ; and ( xii ) credits, chargebacks, prime vendor rebates, reimbursements and similar payments granted to drug wholesalers or their customers in cases where there are not direct shipments to such customers by [COMPANY] or its permitted sublicense