definiens: shall mean the gross revenues accrued or invoiced ( but with any one sale being counted only once ) by USL, its Affiliates or sublicensees ( other than Third Party private label distributors ) ( determined on an accrual basis in accordance with United States gene rally accepted accounting principles consistently a pplied ( ) ) from sales of Product in the Territory to Third Parties in bona fide, arms - length transact ions, less the following deductions ( which shall be verifiable by other appropriate documentation relating direct ly or on a pro rata basis thereto ): ( i ) an allowanc e for bona fide transportation, distribution and shipping costs, insurance costs and importation cha rges ( including duties attributable to import and re - sale of Product by US L or its Affiliates or Agents ), which shall be equivalent to USL ’s standard interna l charge for such costs that is applied to all of its other products ; ( ii ) sales, excise, turnover, inventory, value added or similar taxes, levied against and payable by USL or its Affiliates or Agents directly on account of the Product ’s import or re - sale to its customers in the Territory ( including without limitation VAT taxes ) and custom duties ; ( iii ) ( a ) trade, quan tity or cash discounts and ( b ) rebates or charge - ba cks to the extent actually allowed, given or accrued an d payable to Third Parties for 3 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT O F A CONFIDENTIAL TREATMENT REQUEST . REDACTED MATERIAL IS MARKED WITH [ * * * ] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE C OMMISSION