definiens: shall mean the total consideration, including the gross amount invoiced or received from THIRD PARTIES by QUEST, its AFFILIATES and its permitted sublicensees for all LICENSED PRODUCTS ( including any COMBINATION PRODUCTS ) sold, after deduction for the following items ( i ) trade, quantity and cash discounts or rebates actually allowed, paid or taken ; ( ii ) credits, rebates, charge - back rebates, reimbursements or similar payments actually granted or given to wholesalers and other distributors, buying groups, health care insurance carriers, governmental agencies and other institutions ; ( iii ) credits or allowances actually granted or given for rejection or return of such LICENSED PRODUCT previously sold ; ( iv ) any tax, tariff, duty or other governmental charge ( other than an income tax ) 5 02286/0001157148.3 levied on the sale, transportation or delivery of LICENSED PRODUCT and actually borne by QUEST ; ( v ) payments or rebates actually paid in connection with state or federal Medicare, Medicaid or similar programs ; and ( vi ) any charge for freight or insurance actually borne by QUEST to the extent included in the gross amount invoiced . All such NET SALES shall be determined in accordance with U.S. Generally Accepted Accounting Principles ( ) . NET SALES shall include the fair market value of all consideration received by QUEST, its AFFILIATES and its permitted sublicensees, whether such consideration is in the form of cash, barter or counter - trade