definiens: means, with respect to a Royalty Product, the aggr egate gross invoice prices of all units of such Royalty Product sold by a Party and its Rel ated Parties to Third Parties ( other than a Sublice nsee of such Party ) after deducting, if not previously deducted, from the amount invoiced or received ( a ) trade and quantity discounts actually given, including early - pay cash discounts ; ( b ) returns, rebates, chargebacks and ot her allowances actually given ; ( c ) retroactive price re ductions that are actually granted ; and ( d ) bad deb ts, sales or excise taxes, transportation and insurance, custom duties, and other governmental charges actually inc urred or accounted for in accordance with generally accepted accounting principles in the United States or Cana da, if applicable, consistently applied by the applicable Party With respect to sales of Combination Products, Net Sales shall be calculated on the basis of the gross invoice price of the Royalty Product(s ) containing the same composition and concentration of Royalty Product s old without other clinically active ingredients . In the event that the Royalty Product is sold only as a C ombination Product and not sold without other clinically activ e ingredients, the Parties shall negotiate in good faith another basis on which to calculate Net Sales with respect to the Combination Product that fairly reflects the value of the Royalty Product relative to the other clinically ac tive ingredients in the Combination Product