definiens: means, with respect to any Product, the invoiced sales price of such Product by UP, its Affiliates and its sublicensees to Third Party purchasers, less the following deductions : ( i ) credits, allowances, discounts, rebates, chargebacks, adjustments, rejections and recalls for which the customer has been credited the original sales price and retums ; ( ii ) price, cash, quantity, and trade discounts or rebates customary to the industry and actually allowed, given or accrued ( including, but not limited to, cash, govemmental and managed care rebates, and hospitals or other buying group chargebacks ) ; ( iii ) sales, excise, inventory, value - added, and similar taxes ( other than income tax ) assessed on the sale of such Product ; ( iv ) exportation, importation, transportation, and insurance charges ; and ( v ) uncollectible accounts as it relates to reimbursement in a 6 month post - launch period provided UP exercises appropriate diligence with respect to obtaining reimbursement from state and federal agencies . Unless otherwise agreed among the parties in writing, with respect to any Product requiring one or more active ingredients, manufacturing or delivery technologies to be in - licensed in addition to the Licensed Technology, means the invoiced sales price of such Product billed to Third Party purchasers, less all the allowances, adjustments, reductions, discounts, taxes, duties and other charges referred to in the foregoing sentence, multiplied by a fraction, the numerator of which shall be the manufacturing cost or acquisition cost, as applicable, of the Licensed Technology included in such Product and the denominator of which shall be the manufacturing cost or acquisition cost, as applicable, of all active ingredients, manufacturing and/or delivery technologies in such Product, including the Licensed Technology . In no event, however, shall the foregoing fraction be less than one - half ( 1/2 ) . A sale of a Product shall be deemed to occur upon the earlier of ( i ) receipt of Consideration for such Product from a Third Party purchaser ; or ( ii ) forty - five ( 45 ) days after shipment of Product to a Third Party