definiens: shall mean the gross amount invoiced to non - affiliated Third Parties by Gen - Probe, its Affiliates, or its sublicensees in arms length transactions, less the following reasonable and customary accrual - basis deductions to the extent applicable to such invoiced amounts ( to the extent each is actually incurred and included in the invoiced gross sales price ) in accordance with generally accepted accounting practices ( ), as consistently applied by Gen - Probe for financial reporting purposes : ( i ) all trade, cash and quantity cr ~ dits, discounts, or rebates ( including, without limitation, Medicaid rebates ) ; ( ii ) amounts for claims, allowances or credits for rejections or returns ; uncollectible amounts ; retroactive price reductions ; or chargebacks ; ( iii ) pack ~ ging, handling fees and prepaid freight, insurance, sales taxes, duties and other governmental charges ( including value added tax, but excluding what is commonly known as income taxes ) ; and ( iv ) credits or allowances given or made for wastage replacement, indigent patient and siri'lilar programs . The specific deductions taken under, and the general provision of, ( i ) through ( iv ) above shall be adjusted periodically as necessary to reflect amounts actually incurred . For the avoidance of doubt, a Licensed Product sale shall be deemed to occur when shipment of such Licensed Product is recognized by Gen - Probe, its Affiliates, o~ its sublicensees as revenue under US GAAP, consistently applied .. A shall also include a transfer or other disposition for consideration other than cash, in which case such consideration shall be valued at the fa"ir market value thereof . Transfers or dispositions for charitable or promotional purposes or for pre - clinical, clinical, regulatory or governmental purposes prior to receiving Marketing Approval are not considered a 2.15.1 . In the event that a Licensed Product is sold pursuant to a program or comparable sale or lease program, that portion of the invoiced price of such Licensed Product reasonably allocable to recovery of the cost of the instrumentation shall also be deducted in determining the Net Sales of such Licensed Product ; provided that Gen­Probe shall not market Licensed Products and instrumentation in such a manner as to distort the relative profitability of the Licensed Products when considered in light of Gen - Probe 's standard accounting practices and standard marketing practices within the clinical diagnostic industry