definiens: means the gross amount invoiccd to Third Parties or received from Third Parties without prior invoice by a Party, its Affiliates, or any of their sublicensees for the sale ofa Licensed Product, less : ( a ) trade, quantity and cash discounts allowed ; ( b ) commissions, discounts, refunds, rebates ( including federal, state or local govel11ment rebates ), chargebacks, retroactive price adjustments, all to the extent allowed ; ( c ) refunds or credits for actual retUl11S of a Licensed Product ; ( d ) any tax imposed on the production, sale, delivery or use of a Licensed Product, including, without limitation, sales, usc, excise or value added taxes, other than income taxes ; ( e ) freight and insurance costs included in the gross amount invoiced ; ( t ) a reasonable allowance for distribution expenses ; and ( g ) actual write - offs of uncollectible accounts receivable . Such amounts will be determined from the books and records of the applicable Party, Affiliate, or sublicensee in accordance with United States generally accepted accounting principles as applied by such entity consistently across its products . excludes any amounts invoiced or received in connection with any transfers of a Licensed Produc t between a Party and its Affiliates or their sublicensees who have the right to Commercialize a Licensed Product