definiens: shall mean, with respect to any Licensed Product, the gross sales of such Licensed Product invoiced by [COMPANY] andlor its Affiliates to [COMPANY] ' andlor its Affiliates ' customers who are not Affiliates, less, to the extent actually paid or accrued net of payments by [COMPANY] andlor its Affiliates ( as applicable ), ( a ) normal and customary credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out - dated and returned Licensed Product ; ( b ) normal and customary freight and insurance costs incurred in transporting such Licensed Product to and from such customers ; ( c ) normal and customary cash, quantity and trade discounts, rebates and other price reductions or special programs for such Licensed Product ; and ( d ) excise, sales, use, value - added and other I direct taxes ( but not income taxes of any kind ) imposed upon the sale of such Licensed Product .J to such customers . For avoidance of doubt, [COMPANY] shall calculate Net Revenues for purposes of this Agreement according to U.S. generally accepted accounting principles applied on a consistent basis and in a manner consistent with [COMPANY] Pharmaceutical 's calculations of consolidated net revenues and consistent with the numbers used to consolidate net revenues reported in [COMPANY] Pharmaceutical 's periodic reports with the United States Securities and Exchange Commission