definiens: means the gross amount invoiced by Distributor or any of itsAffiliates to independent Third Party customers ( including taxes ) for sales of the Products on anSKU basis in the Territory, less deductions for ( a ) [ reasonable and customary quantity, tradeor cash discounts or allowances ( including customer rebates ) actually allowed and taken,(b ) amounts accrued by reason of rejections or returns of goods and government mandatedrebates, discounts or fees or by reason of chargebacks or retroactive price reductions(including, but not limited to, price protection and shelf stock adjustments ), ] and ( c ) taxescharged to the customer and itemized on the invoice and actually paid by Distributor directlyrelated to the sale of the Products, all determined in accordance with United States generallyaccepted accounting principles consistently applied and with reconciliations for actualdeductions and credits performed on a quarterly basis until all such amounts have been finallyreconciled, regardless of the number of quarters such final reconciliation requires ( e.g., amountsaccrued for Medicaid rebates in the third quarter of 2013 may not be finally reconciled until thethird quarter of 2014 or later ) . Net Sales of the Products that are not made on an arm 's lengthbasis or that are made for consideration other than cash shall be calculated based on the averageper - unit Net Sales of the Products during the applicable period without regard to such non - arm'slength or non - cash sales