definiens: means, with respect to all Products distributed or sold in the Territory to Third Parties by Licensee, its Aﬃliates andsublicensees, the gross receipts from sales of such Products in the Territory, less in each case : ( a ) sales returns and allowancesactually paid, granted or accrued, including trade, quantity and cash discounts and other adjustments, including those granted onaccount of price adjustments, returns, rebates, chargebacks or similar payments granted or given to wholesalers or other institutions,(b ) adjustments arising from consumer discount programs or other similar programs, ( c ) customs or excise duties, value - added taxes, sales taxes, consumption taxes or other taxes ( except income taxes ) or duties relating to sales, or any payment in respect of salesprovided such duties or taxes are recorded in gross sales, or ( d ) any payment in respect of sales to the United States government, anystate government or any foreign government, or to any other Governmental Authority, or with respect to any government - subsidizedprogram or managed care organization . Net Sales shall be determined from the Licensee ’s books and records maintained inaccordance with GAAP consistently applied