definiens: means the gross amount received by KaloBios or it s Affiliates for the sale of any Licensed Product to any Third Party, less the follo wing deductions ( calculated in accordance with GAAP ) to the extent actually incurred or allowed upon the sale o f such Licensed Product : ( a ) reasonable and customa ry trade and quantity discounts ( including pursuant to gover nmental regulation or managed care organizations or governmental agencies ) ; ( b ) government - mandated reb ates ; ( c ) allowances for returned or rejected Licen sed Product ; ( d ) freight and insurance, if invoiced to the purchaser ; ( e ) sales, value - added and other dir ect taxes on the sale of Licensed Product ( other than income tax es ) ; and ( f ) the portion of any management fees pai d during the relevant time period to group purchasing organi zations that relate specifically to the sale of suc h Licensed Product to such organizations . For clarity, any Lic ensed Products used ( but not sold for consideration ) for promotional or advertising purposes, or used for cl inical or other research purposes, shall not be con sidered in determining Net Sales under this Agreement