definiens: means with respect to an Option Product, the gross amount invoiced or received in a country by or on behalf of [COMPANY] or itsAffiliates or Sublicensees ( each of the foregoing Persons, a ) for the sale or other disposition of such Option Product in suchcountry to Third Parties ( including Third Party Distributors ) in bona fide arms ’ length transactions in the Territory, less the following deductions, in each case, pertaining specifically to such Option Product and actually allowed or taken by such Third Party and not otherwise received by orreimbursed to a Selling Party:(a)sales returns and allowances actually paid, granted, or accrued on such Option Product, including reasonable andcustomary trade, quantity, prompt pay, and cash discounts, and any adjustments granted on account of priceadjustments or billing errors;(b)credits or allowances given or made for rejection, recall, return, or wastage replacement of [ * * * ] such Option Product orfor rebates or retroactive price reductions ( including Medicare, Medicaid, copay assistance, managed care, and similartypes of rebates and chargebacks);(c)taxes, duties, or other governmental charges levied on or measured by the billing amount for such Option Product, asadjusted for rebates and refunds [ * * * ] ; ( d)charges for freight, customs, [ * * * ] specifically related to the distribution of such Option Product [ * * * ] ; and(e ) [ * * * ] [ * * * ] Certain information in this document has been omitted from this exhibit because it is both ( i ) not material and ( ii ) would be competitivelyharmful if publicly disclosed . Such amounts will be determined consistent with a Selling Party ’s customary practices and in accordance with GAAP . It is understood that anyaccruals for individual items reflected in Net Sales are periodically ( at least quarterly ) trued up and adjusted by each Selling Party consistent with itscustomary practices and in accordance with GAAP