definiens: means the gross amounts actually received by Sorr ento, its Affiliates or Sublicensees ( each, a ) for arms - length commercial sales of Royalty - Bear ing Products in the Field to a Third Party or to an Affiliate or Sublicensee of Sorrento where such 3 Affiliate or Sublicensee is an end - user calculated in accordance with GAAP, consistently applied, less the following deductions to the extent included in such gross amounts or otherwise incurred by the Selling Party with respect to the sale of such Royalty - Bearing Product in the Territory : ( i ) normal and customary rebate s, quantity, trade and cash discounts, and other usual and custo mary discounts, including re - procurement and back - o rder charges actually allowed and taken ; ( ii ) charge - bac ks and rebates actually granted to customers, inclu ding managed health care organizations or to national, state or local governments, their respective agencies, purch asers or reimbursers ( including rebates and payments require d to be paid to governmental entities in connection with sales of the Royalty - Bearing Product pursuant to the Omni bus Budget Reconciliation Act of 1990 and similar n ational, state or local legislation or programs ), adjustment s arising from consumer discount programs, co - pay a ssistance programs or other similar programs ; ( iii ) retroacti ve price reductions, credits or allowances actually granted or made for rejection of or return of previously sold Royalty - Bearing Products, including for recalls or damaged goods ; ( iv ) customary fees paid to distributors, in cluding group purchasing organizations ( excluding s ales representatives of Sorrento ) ; ( v ) sales credits acc rued in accordance with GAAP, including price prote ction, shelf stock adjustments, adjustments for uncollectible ac counts and other similar and customary deductions w hich are in accordance with GAAP ; ( vi ) returns of a Royalty- Bearing Product for any reason other than returns c overed under ( iii ) above ; ( vii ) freight, postage, shipping and insurance charges with respect to such Royalty -Bearing Product ; and ( viii ) customary sales taxes, excise t axes, use taxes, import / export duties or other gove rnmental charges actually levied on or measured by the billi ng amount for such Royalty - Bearing Product, includi ng value - added taxes, in each case to the extent not reimbur sed . Each of the foregoing deductions shall be dete rmined as occurred in the ordinary course of business in acco rdance with GAAP . In no event shall any particular amount identified above be deducted more than once in calc ulating Net Sales ( i.e., no of de ductions )