definiens: means gross amounts invoiced by Purchaser or its Affiliates to any unaffiliated third party for the sale, after October 31, 2017, ofProducts manufactured by any third party other than Patheon, Inc. or its Affiliates or DPx Holdings B.V or its Affiliates, less the sum of the following, solely to the extent actually paid or incurred, documented and attributable only to such Products : ( 1 ) discounts to customers in amounts customary in thetrade ; ( 2 ) rebates, credits, and chargeback payments to local and other governments or managed health care organizations ; ( 3 ) sales, value added(except to the extent that the net VAT amounts collected by Purchaser or its Affiliates exceed the net VAT paid to a taxing authority ), and/or use taxesdirectly imposed and with reference to particular sales, but not including any income tax or franchise tax of any kind ; ( 4 ) amounts actually allowed orcredited on returns or withdrawals and recalls of Product ; and ( 5 ) shipping and insurance charges if separately charged with respect to Products that areitemized on the relevant invoice and paid by the customer . Such amounts shall be determined from the books and records of Purchaser or its Affiliatesrelated to Products maintained in accordance with GAAP, consistently applied