definiens: means, for any Calendar Quarter during the Royalty Term and for any country, the total aggregate amount invoiced during such Calendar Quarter in such country by [COMPANY], its Affiliates, Licensees or, to the extent not a Licensee, any of their distributors ( the ) in such country for all sales of the Products to Third Parties ( other than to [COMPANY], its Affiliates, or L icensees ), after deducting, if not previously deducted, from the amount invoiced or received, the following deductions, in each case, in accordance with GAAP or the Selling Party ’s accounting standard, actually applied or taken, and specifically allocable to such sales of the Products : 1.120.1[discounts ( including trade, cash and quantity discounts ), cash and non -cash coupons, charge back payments and rebates granted to managed health care organizations, hospital or group purchasing organizations, or to fed eral, state and local governments, their agencies, and purchasers and reimbursers or to customers or required by Applicable Law ( including governmental medical assistance programs ) ; 1.120.2actually granted credits, allowances, repayments, discounts to and chargebacks for claims, spoiled, damaged, or outdated goods, rejections or returns of the Products, including Products returned in connection with recalls or withdrawals ; 1.120.3any sales, value added or similar taxes, insurance, custom duties, excise ( inc luding annual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 -48 ) ) or other similar governmental charges levied directly on the production, sale, transportation, delivery or use of a Prod uct that are paid by or on behalf of the Selling Party, but not including any tax levied with respect to income ; -12- 1.120.4actual freight and insurance costs and other expenses incurred in distributing, warehousing, importing, handling and transporti ng the Product to distributors or customers ; 1.120.5 [ * * ] ; 1.120.6 [ * * ] ; 1.120.7retroactive price reductions or billing corrections ; 1.120.8amounts that are written off as uncollectible ; provided, that if any such written -off amounts are subsequently collec ted, such collected amounts will be included in Net Sales in the Calendar Quarter in which they are subsequently collected ; and 1.120.9other specifically identifiable amounts deducted for reasons similar to those listed above in accordance with the Selling Party ’s accounting standards