definiens: means the gross amount invoiced by Aveo or its Affiliates ( and to be clear, not sales by Sublicensees)for the sale of Licensed Products in the Aveo Territory, less any of the following applicable deductions related to such saleand, except in the case of ( e ), included in the invoiced amounts : ( a ) normal, customary trade discounts ( including volumediscounts ), credits, chargebacks, reductions, and rebates, and allowances and adjustments for rejections, recalls, outdatedproducts, returns, in each event whether voluntary or required ; ( b ) freight, shipping, insurance, sales, use, excise, value - addedand similar customs, taxes, tariffs or duties imposed on such sale, transfer, or other disposition ; ( c ) credits actually given orallowances actually made for wastage replacement, Medicare / Medicaid rebates, indigent patient and similar programs toprovide Licensed Product on a no - profit or at - cost basis, to the extent actually deducted from the gross amount invoiced andeither not required to be paid by, or refunded to, the customer or other payor ; ( d ) amounts repaid or credits taken by reason ofrejections, defects or returns or because of retroactive price reductions ( to be clear, other than retroactive price reductionsgranted as part of any collections efforts or to resolve uncollectible accounts ) or due to recalls or government laws orregulations requiring rebates ; ( e ) an allowance for bad debt and uncollectible accounts, not to exceed [ * * ] percent ( [ * * ] % ) ofthe gross amount invoiced and not to exceed the amount of the allowance actually used by the invoicing entity to account forbad debt and uncollectible accounts with respect to such invoiced amounts to prepare the invoicing entity ’s audited financialstatements for financial reporting purposes . Even if there is overlap between any of deductions ( a ) - ( d ), each individual itemshall only be deducted once in each Net Sales calculation . Bad debt and uncollectible accounts shall be addressed solely bythe deduction of the allowance provided for in clause ( e ) above in this paragraph, and any write - off of bad debt oruncollectible accounts shall not be deemed encompassed in any of deductions ( a ) - ( d ) . Net Sales calculated as describedabove shall be adjusted for Combination Products, as provided in Section 5.8 . Net Sales shall not include amounts for anyLicensed Product furnished to a Third Party for which payment is not intended to be and is not received, such as LicensedProducts used in clinical 8CONFIDENTIALEXECUTION COPY trials or Licensed Products distributed as promotional or free goods ; provided that the amounts of such Licensed Products somade available are reasonable for the intended purpose and within customary amounts ; and provided, further, that thissentence is not intended to address accounting for quantities of Licensed Products associated with bad debt or uncollectibleaccounts ( which, to be clear, shall be dealt with only under clause ( e ) above )