definiens: means the total amount invoice d or otherwise charged by Licensee or its Affiliates or its sublicensee on ac count of the final or end product sale of a Licensed Product to a non - Affilia te, less the following deductions to the extent actually incurred or allow ed based upon the sale of such Licensed Product : ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such non - Affiliate for spoiled, damaged, out dated and returned Licensed Product ; ( b ) freight and insurance costs for transporti ng such Licensed Product, to the extent invoiced to the purchaser ; ( c ) sales, value - added and other direct taxes on the sale of the Licensed Product ; ( d ) customs duties, surcharges and other gover nmental charges incurred in connection with the exportation or importation of s uch Licensed Product ; ( e ) trade, cash, and quantity discounts off of the invoiced price and similar promotional discounts ( such as management f ees required by hospital buying groups ) off the invoiced price, all to the e xtent consistent with normal practice in the industry ; ( f ) amounts reflecting retroactive price adjus tments on sale of Licensed Products, to the extent not previously deducted fro m Net Sales ; and ( g ) rebates or chargebacks made on the sale of such Licensed Product, to the extent consistent with the normal practice in t he industry, and provided that any and all of the foregoing are calculated in accordance with generally accepted accounting principles applicable to the ATTACHMENT A -- Amended License Agreement Page A-5 < Page > locality where the invoices are prepared and consis tently applied