definiens: means with respect to a Licensed Product or Licensed Compound, the gross amount invoiced by [COMPANY], its Affiliates and Sublicensees for sales of such Licensed Product or Licensed Compound to Third Persons ( excluding [COMPANY] 's Affiliates and Sublicensees ), less accruals estimated, credits taken, and actual payments ( to the extent not previously accrued ) made for : ( i ) [ Trade, quantity and cash discounts allowed or actually given ; ( ii ) Commissions, credits, discounts, refunds, rebates ( including Medicaid, managed care and similar types of government rebates or rebates to other healthcare providers and payors ), chargebacks, retroactive price adjustments and any other allowances which effectively reduce the net selling price ; ( iii ) Any tax imposed on the production, sale, delivery or use of Licensed Product or Licensed Compound, including sales, excise or value - added taxes, and import, customs or other duties or governmental charges ; ( iv ) Any adjustments or allowances on account of billing errors, rejected goods, damaged goods, or returns of any Licensed Product or Licensed Compound ; and ( v ) Shipping and insurance charges, postage and freight cost ( to the extent not separately paid by the Third Person customer ) ; and ( vi ) Any other similar and customary deductions taken in accordance with GAAP or, in the case of Sublicensees as applicable on a country - by - country basis, such similar accounting principles, consistently applied . ] Such amounts shall be determined from the books and records of [COMPANY] ( including [COMPANY] 's Affiliates and Sublicensees ), maintained in accordance with GAAP or, in the case of Sublicensees, such similar accounting principles, consistently applied