definiens: shall mean the gross amounts invoiced by Licensee, its Affiliates, itsSublicensees, any of their respective affiliates, or any of them, on all sales of Licensed Products, less the following items, asapplicable to such Licensed Products : ( a ) discounts, rebates and retroactive price reductions actually allowed or granted ; ( b ) credits or allowances actually granted upon claims regarding non - conforming product, rejections or returns of such sales ofLicensed Products, including recalls ; ( c ) transportation charges, including handling charges and insurance premium relating thereto ; ( d ) government - mandated and other rebates ( such as those in respect of any state or federal Medicare, Medicaid or similarprograms ) ; ( e ) charge backs, including those granted to managed care entities ; ( f ) sales, use, excise, value added or other direct taxes imposed on the sale of Licensed Products ( but excluding what arecommonly known as income or gross receipt taxes ), and customs duties, tariffs and other similar governmental chargesimposed on the import or export of Licensed Products for sale ; provided, however, in each of the cases identified in sub - clauses ( a ) — ( f ) above, that ( 1 ) such deducted amounts are either(i ) included as line items in the invoice, or ( ii ) otherwise documented as being specifically attributable to actual sales ofLicensed Products in accordance with U.S. Generally Accepted Accounting Standards ( ) or International FinancingReporting Standards ( ), as applicable, consistently applied throughout the organization of the selling party, and suchamounts are included in the quarterly statements that Licensee sends to TSRI pursuant to Section 6.3 ; and ( 2 ) if Licensee orother selling party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded orreimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursedamounts are received ; and ( g ) a reasonable allowance for bad debts directly relating to sales of Licensed Products and which have been written off as baddebts by Licensee or other selling party, taken in accordance with GAAP or IFRS, as applicable, consistently appliedthroughout the organization of the selling party, provided that such allowance shall not exceed * * * of gross invoicedamounts for the applicable reporting period . Licensee agrees to use Commercially Reasonable Efforts to collect and enforcesuch bad debts from the debtors, and all Sublicensees shall agree to do the same