definiens: means, with respect to a Royalty Product, the aggregate gross invoice prices of all units of such RoyaltyProduct sold by a Party and its Related Parties to Third Parties ( other than a Sublicensee of such Party ) after deducting, if notpreviously deducted, from the amount invoiced or received ( a ) trade and quantity discounts actually given, including early - pay cash discounts ; ( b ) returns, rebates, chargebacks and other allowances actually given ; ( c ) retroactive price reductions thatare actually granted ; and ( d ) bad debts, sales or excise taxes, transportation and insurance, custom duties, and othergovernmental charges actually incurred or accounted for in accordance with generally accepted accounting principles in theUnited States or Canada, if applicable, consistently applied by the applicable PartyWith respect to sales of Combination Products, Net Sales shall be calculated on the basis of the gross invoice price of theRoyalty Product(s ) containing the same composition and concentration of Royalty Product sold without other clinicallyactive ingredients . In the event that the Royalty Product is sold only as a Combination Product and not sold without otherclinically active ingredients, the Parties shall negotiate in good faith another basis on which to calculate Net Sales withrespect to the Combination Product that fairly reflects the value of the Royalty Product relative to the other clinically activeingredients in the Combination Product