definiens: means, with respect to all Products distributed or sold in the Territory to Third Parties by Licensee, its Affiliates andsublicensees, gross receipts from sales of such Products in the Territory, less in each case ( a ) sales returns and allowancesactually paid, granted or accrued, including trade, quantity and cash discounts and other adjustments, including those granted onaccount of price adjustments, returns, rebates, chargebacks or similar payments granted or given to wholesalers or otherinstitutions, ( b ) adjustments arising from consumer discount programs or other similar programs, ( c ) customs or excise duties, value - added taxes, sales taxes, consumption taxes and other taxes ( except income taxes ) or duties relating to sales providedsuch duties or taxes are recorded in gross sales, ( d ) any payment in respect of sales to the United States government, any stategovernment or any foreign government, or to any other Governmental Authority, or with respect to any government - subsidizedprogram or managed care organization, ( e ) actual freight, shipping, handling and insurance costs up to [ * * * ] of Net Sales and(f ) amounts that are written off as uncollectible in accordance with the accounting procedures of Licensee or its applicable Affiliateor sublicensee, consistently applied, provided that Licensee, its Affiliate or sublicensee ( as applicable ) has made reasonableefforts to collect on such receivable, and provided, further, that ( i ) if such receivable shall thereafter be paid or otherwise satisfied, the amount thereof shall be added to Net Sales for the Calendar Quarter in which so paid or satisfied and ( ii ) such deduction foruncollectible accounts does not exceed [ * * * ] of Net Sales . Net Sales shall be determined from the Licensee ’s books and recordsmaintained in accordance with GAAP consistently applied