definiens: means the aggregate amount of revenue ( including license fees to the extent collected ) generated from sales of the Combined Pro ducts sold in the Territory, without regard as to w ho owns, sells or distributes each of the Combined Products, during the specified time period calculated on an accrual accounting basis in accordance with GAAP, less the following deductions to the extent charged as part of the invoiced price, or separately stated on an invoice or calculated as a function of the invoice price ( w ithout duplication, and to the extent not reimbursed by a Third Party ): a ) credits, allowances, and returns for the account of the Third Parties for spoiled, damaged, outdated, rejected, recalled or returned Combined Products ; b ) cash, quantity, and trade discounts, rebates and wh olesaler chargebacks, co- pay assistance, and coupon programs to Third Parties ; c ) sales and use taxes to the extent billed to an d paid by Buyer ; d ) transportation and insurance costs, customs duties, surcharges, other governmental charges and other out - of- pocket handling expenses incurred in connection wit h the transportation, exportation or importation of Combined Products, in each case, solely to the extent ( i ) related to the distribution ( but not manufacture ) of the Combined Products, and ( ii ) not otherwise deducted hereunder ; e ) management fees to third- party group purchasing organizations, wholesaler fe es and distribution fees and fees paid to specialty pharmacies ; f ) Medicaid, 340B, FSS, and other government reba te programs, including supplemental rebates ; and g ) royalt ies paid by Buyer or Buyer ’s Affiliates to Third Pa rties for Lazanda or the Products, pursuant to agreements that have been disclosed to Seller pr ior to the date hereof ( if the right to such pre - existing royalties is acquired by Buyer or Buyer ’s Affiliates after the Closing, the royalty amount shall remain an allowed deduction )