definiens: means, with respect to the sale of a unit of Royalty -Bearing Product, the gross amount invoiced for sales of such Royalty -Bearing Product in the Territory, in arm ’s length sales by Purchaser or its Affiliates, Sublicensees to Third Parties, less amounts actually incurred, allowed, paid, accrued, or specifically allocated to the gross amount invoiced for the sale of such unit of Royalty -Bearing Product by Purchaser or any of its Affiliates or Sublicensees using GAAP applied on a consistent basis : ( a ) norm al and customary trade, cash, and quantity discounts actually given, coupons actually taken, credits, price adjustments, or allowances for damaged products actually given, returns, or rejections of products ; ( b ) adjustments, allowances, credits, fees, rei mbursements, chargeback payments, and rebates ( or the equivalent thereof ) actually given for the Royalty -Bearing Product granted to group purchasing organizations or other buying groups, managed health care organizations, pharmacy benefit management compan ies, health maintenance organizations or any other providers of health insurance coverage, health care institutions ( including hospitals ) or other health care organizations, Third Party health care administrators or patient assistance or other similar prog rams, or to federal, state / provincial, local, and other governments, including their agencies, or to wholesalers, distributors, or other trade customers ; ( c ) reasonable and customary freight, shipping insurance, and other transportation expenses, each directly related to the sale of the Royalty -Bearing Product ( if actually borne by Purchaser, its Affiliates or Sublicensees without reimbursement from any Third Party ) ; ( d ) sales or excise taxes, tariffs, and duties ( including VAT, GST, and U.S. sales taxes and their equivalents ), and all other taxes, and government, state, statutory, regulatory, and municipal charges related to the sale of the Royalty -Bearing Product to customers in the Territory, in each case to the extent that each such item is actually bo rne by Purchaser, its Affiliates, Sublicensees, or distributors without reimbursement from any Third Party or credits or rebates from a governmental authority ( but excluding taxes properly assessed or assessable against the income derived by Purchaser or i ts Affiliates, Sublicensees, or distributors from such sale ) ; ( e ) actual bad debt expense ; and ( f ) any item substantially similar in character or substance to any of the foregoing which is permitted by GAAP prevailing at the time and customary in the pha rmaceutical industry at the time, consistent applied to the products of the selling Party