definiens: means gross amounts invoiced or otherwise received for Cempra 's, its Affiliates ', Sublicensees ', and Product Partners ' sales of Royalty Products, less the sum of the following, to the extent related to the sale of such Royalty Products : ( 1 ) discounts in amounts reasonable or customary in the trade, including but not limited to trade, cash, consumer, and quantity discounts, and credits, price adjustments or allowances for damaged Royalty Products, returns, defects, recalls or rejections of Royalty Products or retroactive price reductions ; ( 2 ) reasonable rebates, credits, and chargeback payments granted to federal, state / provincial, local and other governments or managed health care organizations, including their agencies, purchasers, and/or reimbursers, under programs available under or required by Applicable Law, or reasonably entered into to sustain and/or increase market share for Royalty Products ; ( 3 ) sales, value added, use, excise, and similar taxes ; ( 4 ) amounts allowed or credited on returns for defective, danlaged, expired, or otherwise unuseable or unsaleable Royalty Products ; ( 5 ) freight, shipping, handling, and insurance charges ; ( 6 ) import or export duties, tariffs, or similar charges incurred with respect to the import or export of Royalty Products into or out of any country ; ( 7 ) distribution commissions / fees ( including fees related to services provided pursuant to distribution service agreements with wholesalers ) payable to any Third Party providing distribution services with respect to Royalty Products ; and ( 8) amounts repaid or credited or provisions made for uncollectible amounts . Such amounts shall be detennined from the books and records of Cempra, its Affiliates, Sublicensees, and Product Partners maintained in accordance with such reasonable accounting principles as may be consistently applied by Cempra, its Affiliates, Sublicensees, and Product Partners