definiens: means, as determined under U.S. ge nerally accepted accounting principles ( ), th e gross sales invoiced for sales, or other transfers of Licensed Products by Licensee, its Affiliates, i ts agents, or its Sublicensees for any Licensed Produc ts, less ( to the extent actually allowed or incurre d and directly related to such sale of Licensed Produ cts ) the following amounts : ( a ) credits and all owances for price adjustment, shelf stock adjustmen ts, promotional payments, and other similar allowances ; ( b ) allowances and credits on account of rejection, or damaged, recall ed or returned Licensed Products previously sold ; ( c ) rebates, price reductions, chargebacks, administrative fee arrangements, reimbursements, quantity and cash discounts to purc hasers allowed and taken, including without limitation, with respect to institutions an d health care organizations and in respect of Medicare, Medicaid or similar programs ; ( d ) amounts for thi rd party transportation, insurance, handling or shi pping charges to purchasers ; ( e ) taxes, duties and other governmental charges levied on or measure d by the sale of Licensed Products whether absorbed by Licensee o r paid by the purchaser so long as Licensee ’s price is reduced thereby, but not franch ise or income taxes of any kind whatsoever ; ( i ) for any sal e in which the United States government, on the bas is of a royalty - free license pursuant to 35 USC Sec . 202(c ) to any Patent Right, requires that the gross sales price of any Licensed Product subject to such Paten t Right, be reduced by the amount of such royalty owed Licensor, the amount of such royalty