definiens: has the meaning given in paragraph 10.2.13 ; means any person or entity that acquires and/or int ends to acquire any of the Products or services provided by the Delayed Busine ss ( including any members of the Seller ’s Group or the Purchaser ’s Group ) ; means the FTE Costs incurred by the Seller ’s Group in connection with the employment of the Delayed Employees of the relevant Delayed Business by the Seller ’s Group, as provided in paragraph 11.3 o f Schedule 9 ; the actual costs incurred by Seller or its Affiliat es ( less for the avoidance of doubt any costs the provisions of Schedules 9 and 1 0 state to be for the Seller ’s account or which have actually been recovered under any policy of insurance held by the Seller or any member of the Seller ’s Gr oup ), plus all documented costs and expenses incurred by Seller or its Affili ates in connection with providing and administering all Employee related se rvices including, but not limited to, statutory benefits, third party fees, c osts and expenses that are directly or indirectly charged to Seller or its Aff iliates, out - of - pocket costs, personnel costs including personnel costs for admin istrative tasks, IT costs including incremental costs for IT licenses require d to perform the Employee related services but only to the extent not otherwi se covered by the Transitional Services Agreement, materials, supplie s and travel expenses ; means, in respect of each Product, any costs incurr ed by the relevant Local Seller Entity in relation to that Product in 197 respect of freight, insurance, duty, import and tra nsportation costs ; means, in respect of a Delayed Business, the member of the Seller ’s Group that owns and operates such Delayed Business ; means net sales received from the sale and distribu tion of Products or the provision of services, in each case, by the relevan t Local Seller Entity to any Customer plus any other revenue received in respect of the Delayed Business, but excluding ( for the avoidance of doubt ) any amou nts received by the Seller, any other member of the Seller ’s Group or any sub - c ontractor in respect of VAT for which any member of the Seller ’s Group is l iable to account to any Tax Authority . For these purposes, net sales shall be determined in accordance with Accounting Standards . The deductions booked by the Seller to calculate the recorded net sales from gross sales shall inclu de the following : ( a ) normal trade, quantity and cash discounts ; ( b ) VAT and other Taxes levied from Customers in relati on to the sale of Products to the extent included in the gross amount invoiced ; ( c ) amounts repaid or credited by reasons of defects, r ejections, recalls or returns, excluding amounts in respect of VAT includ ed in the amounts so repaid or credited, unless the Seller or a membe r of the Seller ’s Group is unable ( having used reasonable diligent co mmercial endeavours ) to recover such amounts in respect of V AT by way of repayment or credit ; ( d ) rebates and chargebacks to Customers and Third Part ies, excluding amounts in respect of VAT included in such rebates and chargebacks, unless the Seller or a member of the Seller ’s Group is unable ( having used reasonable diligent commercial endeavours ) to recover such amounts in respect of VAT by way of repayment or cr edit ) ; ( e ) any amounts recorded in gross sales associated with goods provided to customers for free, with the exception of samples ; ( f ) amounts provided or credited to customers through c oupons, other discount programmes and co - pay assistance programme s, and with respect to the calculation of Net Sales : ( i ) Net Sales shall only include the value charged or i nvoiced on the first sale to a Customer ; ( ii ) if a Product is delivered to the Customer before 198 being invoiced ( or is not invoiced ), Net Sales will be calculated at the time all the revenue recognition criteria under Acc ounting Standards are met ; and ( iii ) revenue deduction adjustments which relate to any e vent prior to Closing shall be excluded ; means any of the products Commercialised by the rel evant Delayed Business, and shall be construed accordingly ; means any person other than ( i ) the Purchaser and m embers of the Purchaser ’s Group and ( ii ) the Seller and members of the Seller ’s Group ; means : ( a ) in respect of each Product supplied to the Local Se ller Entity by a member of the Purchaser ’s Group for distribution, a ny amount to be paid by the Seller ( or its Affiliate ) for the Produ ct, as agreed between the Seller ( or its Affiliate ) and the Purchaser in writing from time to time ; ( b ) in respect of each Product provided to the Local Se ller Entity by a Local Purchaser Entity for distribution, any amount paid by the Local Seller Entity for the Product, as agreed between th e Seller ( or its Affiliate ) and the Purchaser in writing from time t o time ; and ( c ) in respect of each Product provided to the Local Se ller Entity by a Third Party supplier for distribution, any amount p aid by the Local Seller Entity for th e Product to such Third Party ; and means 9 a.m