definiens: means the gross amount invoiced by Parent, any of its Affiliates ( including the Surviving Corporation ) or any of its Licensees(each, a ) to a third party for sales or distribution of XERAVA in the U.S., less the following deductions as calculated inaccordance with GAAP consistently applied:(i ) customary trade, cash and quantity discounts given to customers;(ii ) rebates, credits and allowances given by reason of rejections returns, damaged or defective product or recalls;(iii ) government - mandated rebates, credits and adjustments paid or deducted;(iv ) customary price adjustments, allowances, credits, chargeback payments, discounts, rebates, free of chargeconcessions, fees and reimbursements granted or made to managed care organizations, group purchasing organizations or other buyinggroups, pharmacy benefit management companies, health maintenance organizations and any other providers of health insurance coverage, health care organizations or other health care institutions ( including hospitals ), health care administrators, patient assistance or other similarprograms, or to federal state / provincial, local and other governments, including their agencies;(v ) reasonable and customary freight, shipping, insurance and other transportation expenses, if borne by the applicableSelling Party without reimbursement from any third party;(vi ) amounts written off as uncollectable debt ; provided that the amount of any uncollectable debt deducted pursuant to thisexception and actually collected in a subsequent Calendar Quarter shall be included in Net Sales for such subsequent Calendar Quarter ; and 3(vii ) sales, value - added, excise taxes, tariffs and duties, and other taxes and government charges directly related to thesale, delivery or use of XERAVA ( but not including taxes assessed against the net income derived from such sale )