definiens: means the gross amount billed or invoiced by TAKEDA or any of its Affiliates or Sublicensees to ThirdParties throughout the Territory for sales or other dispositions or transfers for value of Products less, as determined inaccordance with GAAP, ( a ) allowances for normal and customary trade, quantity and cash discounts actually allowed andtaken, ( b ) transportation, insurance and postage charges, if prepaid by TAKEDA or any Affiliate or Sublicensee of TAKEDAand included on any such party ’s bill or invoice as a separate item, ( c ) credits, rebates, returns ( including product recalls)pursuant to agreements ( including, without limitation, managed care agreements ) or government regulations, to the extentactually allowed or implemented, including without limitation, with respect to any Net Sales in Japan, any sales - basedcontribution for and any sales - based contribution for in each case as required by Applicable Laws or any Regulatory Authority, in the amount determined by and payable to thePharmaceuticals and Medical Devices Agency ( so - called ), ( d ) sales, use and other consumption taxes similarlyincurred to the extent included on the bill or invoice as a separate item . In addition, Net Sales are subject to the following : ( a ) If TAKEDA or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Product to a customer ina particular country other than on customary commercial terms or as part of a package of products and services, the Net Salesof such Product to such customer shall be deemed to be of such Product . For purposes of thissubsection ( a ), shall mean the value that would have been derived had such Product been sold as a separateproduct to another customer in the country concerned on customary commercial terms