definiens: means those payment obligations set forth on Schedule 1 attached hereto means, with respect to the Product, the aggregate gross sales, calculated in United StatesDollars, invoiced by or on behalf of Timber or its Affiliates, or their respective licensees, sub - licensees or transferees, on account of sales of the Earn - out Product to Third Parties ( including Third Party distributors and wholesalers ), lessthe following relating to such sales : ( a ) trade, cash, and/or quantity discounts actually allowed or taken that are not already reflectedin the amount invoiced ; ( b ) excise, sales and other consumption taxes ( including VAT ) and custom duties to the extentincluded in the invoice price and to the extent such taxes are remitted to the applicable taxing authority ; ( c ) freight, insurance and other transportation charges to the extent included in the invoice priceand separately identified on the invoice or other documentation maintained in the ordinary course of business ; ( d ) amounts repaid or credited by reason of returns, rejections, defects, or recalls or because ofchargebacks, retroactive price reductions, refunds, bad debt or billing errors ; and 3 ( e ) compulsory payments and rebates directly related to such sales, accrued, paid or deductedin a manner consistent with United States generally accepted accounting principles, consistently applied