definiens: means the gross invoiced price at which Product is sold by Licensee in an arms - length, unbundled transaction to an unaffiliated third party, less ( a ) any sales tax, ( b ) any cash discount allowed and actually taken by Licensee 's customer and ( c ) any allowance to Licensee 's customer for returned or rejected Product, provided that such allowances relate to sales which were previously included in royalty calculations under this Agreement, ( d ) payments or rebates incurred pursuant to federal, state, and local government assistance programs, such as Medicare or Medicaid programs, whether in existence now or enacted at any time hereafter, ( e ) customer rebates paid, ( f ) chargebacks paid on the sale or resale of Product, and ( g ) trade and quantity discounts given . The aforementioned deductions shall be the only deductions from the invoice price allowed for purposes of computing royalties under this Agreement . These amounts are to be determined on an accrual basis in accordance with accounting principles generally accepted in the United States