definiens: means, with respect to all Products distributed o r sold in the Territory to Third Parties by Licensee, its Affiliates and sublicensees, the gros s amount invoiced for sales of such Products in the Territory, less in each case ( a ) sales returns, credits or allowanc es actually paid, granted or accrued, including tra de, quantity and cash discounts, other adjustments, including those granted on account of price adjustments, returns, r ebates, chargebacks ( including for spoiled, damaged, out - da ted, rejected or returned Product ) or similar payme nts granted or given to wholesalers or other institutions ; ( b ) adjustments arising from consumer discount programs or other similar programs ; ( c ) customs or excise duties, val ue - added taxes, sales taxes, consumption taxes, or other taxes ( except taxes on net income ) or duties relating to sales, or any payment in respect of sales provided such duties or taxes are recorded in gross sales ; ( d ) any payment in respect of sales to the United States government, any state government or any foreign government or to any othe r Governmental Authority, or with respect to any government- subsidized program or managed- care org anization, including that portion of the annual fee paid under Section 9008 of the United States Patient Pro tection and Affordable Care Act of 2010 ( Pub . L. No . 11 - 48 ) that Licensee or its Affiliates or sublicensees rea sonably allocate on a pro rata basis to the sales o f Products in accordance with the standard practices of Licensee or its applicable Affiliate or sublicensee as consi stently applied across its respective products ; ( e ) actual freight, shipping, handling and insurance costs up to [ * * * ] percent ( [ * * * ] ) of Net Sales ; ( f ) discounts or rebates or other pay ments required by Applicable Law, including any gov ernmental special medical assistance programs ; ( g ) fee for se rvice wholesaler fees and inventory management fees paid to Third Party wholesalers, including hospital buying group / group purchasing organization administration fees ; and ( h ) amounts that are written off as uncollectible i n accordance with the accounting procedures of Lice nsee or its applicable Affiliate or sublicensee, consistently a pplied, provided that Licensee, its Affiliate or su blicensee ( as applicable ) has made reasonable efforts to collect on such receivable, and provided, further, ( 1 ) that if such receivable shall thereafter be paid or otherwise sa tisfied, the amount thereof shall be added to Net S ales for the Calendar Quarter in which so paid or satisfied and ( 2 ) such deduction for uncollectible accounts does not exceed [ * * * ] percent ( [ * * * ] ) of Net Sales . Net Sales shall be determined from the Licensee ’s, or its applicab le Affiliate ’s or sublicensee ’s, books and records maintained in a ccordance with Accounting Standards consistently ap plied