definiens: means, with respect to each Licensed Product, the gross amount invoiced for sales of THERAGENEX, itsAffiliates and Sublicensees ( each, a ) of such Licensed Product to an unaffiliated Third Party, less ( i ) actual baddebts related to such Licensed Product and ( ii ) credits for sales returns and allowances actually paid, granted or accrued,(iii ) normal and customary trade, quantity and cash discounts and any other adjustments actually allowed and taken withrespect to such invoiced amounts, including granted on account of price adjustments, billing errors, damaged or defectivegoods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers orother distributors, ( iv ) customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except incometaxes ) or duties relating to sales in each case invoiced as a specific line item in an invoice ( to the extent such taxes are actuallyincurred by the Selling Party, and are not reimbursable, refundable or creditable to the Selling Party ) and ( v ) freight andinsurance levied on the invoiced amount in each case invoiced as a specific line item in an invoice ( to the extent that theSelling Party actually incurs the cost of freight and insurance for a Licensed Product and are not reimbursable, refundable orcreditable to the Selling Party ), in each case as determined from books and records of the Selling-3- Party maintained in accordance with generally acceptable accounting principles in the United States, consistently applied