definiens: means the gross sales of the Licensed Product in the Licensed Territory invoiced by CNS, and its sublicensees on an arms -length ba sis to Third Parties in the Territory, less the following deductions : ( a ) Reasonable estimates for any price adjustments, billing adjustments, shelf stock adjustments, promotional payments, or other similar allowances affecting the cost of the Licensed Pro duct ; ( b ) Reasonable estimates for any chargebacks, rebates, administrative fee arrangements, reimbursements, and similar payments to wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, other institutions or healthcare organizations or other customers ; ( c ) Reasonable estimates for any shipping, handling and related charges, including insurance ; ( d ) Reasonable estimates for any amounts due to Third Parties on account of rebate payments, including Medicaid rebates, or other price reductions provided, based on sales by CNS to any governmental or Regulatory Authority in respect of state or federal Medicare, Medicaid or similar programs ; ( e ) Reasonable estimate s for any allowances and credits to Third Parties on account of rejected, damaged, returned or recalled Licensed Products ; ( f ) Any government mandated manufacturing tax, including, without limitation, the brand manufacturer ’s tax imposed pursuant to the Patient Protection and Affordable Care Act ( Pub . L. No . 111 -148 ), as amended or replaced ; ( g ) The cost associated with obtaining any required Regulatory Approvals including FDA mandated Risk Evaluation and Mitigation Strategies for a Licensed Product ; ( h ) Th e transfer price of any Licensed Product manufactured by CNS, or its sublicensees, wherein the sale of such Licensed Product to a Third Party shall be otherwise included in the calculation of Net Sales . The deductions outlined in this Section are to be rec onciled within ninety ( 90 ) days after the end of each Calendar Year during the Term . The reconciliation shall be based on actual cash paid or credits issued plus an estimate for any remaining liabilities incurred related to a Licensed Product, but not yet paid . If the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment shall pay the amount of the difference to the other Party within thirty ( 30 ) days after the date of delivery of such re port