definiens: means, with respect to a given period of time, gross sales of Products in each country in which there isProduct Exclusivity in such country with respect to such Product, less the following deductions which are actually incurred, allowed, paid, accrued, or specifically allocated to such gross sales amounts of Products : ( a ) credits or allowances actuallygranted for damaged Product, returns or rejections of Product, price adjustments, and billing errors ; ( b ) governmental andother rebates ( or equivalents thereof ) granted to managed health care organizations ; pharmacy benefit managers ( orequivalents thereof ) ; federal, state / provincial, local and other governments, their agencies and purchasers and reimbursers ; orto trade customers ; ( c ) normal and customary trade, cash and quantity discounts, allowances and credits ; ( d ) distributionservices agreement fees allowed or paid to third - party distributors ; ( e ) transportation costs, including without limitationinsurance, for outbound freight related to delivery of Products to the extent included in the gross amount invoiced ; ( f ) salestaxes, value added taxes, and other taxes applied to the sale of a Product to the extent included in the gross amount invoiced;and ( g ) any other items that reduce gross sales amounts as required by GAAP . Sales of Products between or among a Party andits Affiliates and Sublicensees shall be excluded from the computation of Net Sales, but the subsequent final sales of Productsto third parties by such Affiliates and Sublicensees shall be included in the computation of Net Sales . For purposes of clarity, shall not include, with respect to any Product for which there was Product Exclusivity in a country, any sales ofsuch Product in such country made on or after the date on which there is no Product Exclusivity in such country with respectto such Product ; provided, however, that in the event that Product Exclusivity is thereafter restored in such a country, anysales of such Product in such country made on or after the date on which there is Product Exclusivity in such country withrespect to such Product shall be included in 11***Certain confidential information contained in this document, marked with 3 asterisks ( * * * ), has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended . Notwithstanding the foregoing, in the event a Product is sold in a country as a Combination Product, Net Sales of theCombination Product, for the purposes of determining the Sales Earnouts, will be calculated as follows:(i ) If Product and Other API(s ) each are sold independently in such country, Net Sales will be calculated bymultiplying the total Net Sales ( as described above ) of the Combination Product by the fraction A/(A+B ), where A is theaverage gross selling price in such country of the Product sold independently in the same formulation and dosage, and B is thesum of the average gross selling prices in such country of such Other API(s ) sold separately in the same formulation anddosage, during the applicable Calendar Year