definiens: shall mean, with respect to the Product : ( i ) the gross revenue billed by McNEIL or its Sublicensees from the Commercial Sale of a Product in a given country of the Territory by McNEIL or its Sublicensees ; and ( ii ) all cash and non - cash consideration ( valued at the fair market value thereof ) received by McNEIL in respect of issue fees, maintenance fees, option payments, milestone payments, and similar non"royalty payments made by Sublicensees on account of sublicenses pursuant to this Agreement from the sublicensing of some or all of the Licensed Patents and the Licensed Know - How in the Territory, less the good faith estimates of the following deductions to the extent specifically relating to sales of the Product, which will be adjusted to actual on a periodic basis ( but not less frequently than annually ): ( i ) discoWlts, retroactive price reductions .. refunds, chargebacks, adjustments, rebates . or trade aUQwances actually allowed or granted in connection with the Products ( and including Medicaid, managed care and similar types of rebates determined in accordance with GAAP consistently applied to all products of the party reporting Net Sales ), ( ii ) credits, or allowances actually granted upon claims ( including, without limitation, claims for destroyed goods)~ rejections, market withdrawals, recalls, or returns in connection with the Products, regardless of the Party requesting the ~ ( iii ) to the extent not billed separately to Third Parties, the total monies paid by McNEIL and its Sublicensees for actual freight, jmportatio~ shipping insurance, postage, customs clearance, distribution charges, and other handling expenses paid for delivery of the Product to Third Parties, ( iv ) trade, quantity and cash discoWlts and rebates allowed or given and customary fees paid to distributors ( other than to a distributor that is an Affiliate of such Party ) ; and v ) to the extent not billed separately to Third Parties, sales, excise, turnover, inventoryt va1ue - add~ and similar taxes or other governmental charges ( which may include Goods & Services Tax ( " ' OST '' ) ) levied on or measW'ed by the invoiced amount whether absorbed by the billing or the billed Party, and import and customs duties ( but not income taxes of such Party, its Affiliates or its Third Party Sublicensees ), For greater certainty, if McNEIL or its Sublicensees bills its Third Party customers for shipping, then McNEIL must either ( a ) include this amoWlt in Net Sales or ( b ) not deduct the amounts contemplated in ( iii ) above