definiens: means the total amount invoiced or otherwise charged by Licensee or its Affiliates or its sublicensee on account of the final or end product sale of a Licensed Product to a non - Affiliate, less the following deductions to the extent actually incurred or allowed based upon the sale of such Licensed Product : ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such non - Affiliate for spoiled, damaged, out dated and returned Licensed Product ; ( b ) freight and insurance costs for transporting such Licensed Product, to the extent invoiced to the purchaser ; ( c ) sales, value - added and other direct taxes on the sale of the Licensed Product ; ( d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Licensed Product ; ( e ) trade, cash, and quantity discounts off of the invoiced price and similar promotional discounts ( such as management fees required by hospital buying groups ) off the invoiced price, all to the extent consistent with nonnal practice in the industry ; ( f ) amounts reflecting retroactive price adjustments on sale of Licensed Products, to the extent not previously deducted from Net Sales ; and ( g ) rebates or chargebacks made on the sale of such Licensed Product, to the extent consistent with the nonnal practice in the industry, and provided that any and all of the foregoing are calculated in accordance with generally accepted accounting principles applicable to the A TIACHMENT A - Amended License Agreement PageA-5 CONFIDENTIAL TREATMENT locality where the invoices are prepared and consistently applied