definiens: means with respect to Licensed Products, the gross amount invoiced by Licensee, its Affiliates and its sublicensees of such Licensed Products to Third Parties, less ( a ) bad debts related to such Licensed Products and ( b ) sales returns and allowances actually paid, granted or accrued, including, trade, quantity and cash discounts and any other adjustments, including, those granted on account of price adjustments, billing errors, rejected goods, damaged or defective goods, recalls, retums, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance caniers or other institutions, adjustments arising from consumer discount programs or other similar programs, customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except income taxes ) or duties relating to sales, any payment in respect of sales to the United States government, any state govemment or any foreign govemment, or to any other Governmental Authority, or with respect to any government - subsidized program or managed care organization, and freight and insurance ( to the extent that Licensee bears the cost of freight and insurance for a Licensed Product ) . Net Sales shall be determined from books and records maintained in accordance with generally acceptable accounting principles in the United States, as consistently applied by Licensee with respect to sales of all its pharmaceutical products