definiens: shall mean with respect to a Licensed Product, the gross amount invoiced by Licensee ( including aLicensee Affiliate ) or any sublicensee thereof to unrelated Third Parties, excluding any sublicensee, for the Licensed Product inthe Territory, less the following items consistent with U.S. Generally Accepted Accounting Principles consistently applied : a)Trade, quantity and cash discounts allowed ; b)Discounts, refunds, rebates, chargebacks, retroactive price adjustments, and any other allowances whicheffectively reduce the net selling price ; c)Licensed Product returns, rejections, damaged goods and allowances ; and d)Tariffs, duties, excise, sales, value - added and other similar taxes ( other than taxes based on income ), customsduties or other government charges, in each case imposed on the sale of Licensed product to the extent includedin the price and separately itemized on the invoice, including VAT, but only to the extent that such VAT are notreimbursable or refundable